LangChain Terms of Service
Last Updated: August 31, 2023.
These Terms of Service (this “Agreement”) are entered into by and between LangChain Inc., a Delaware
corporation (“LangChain”), and the entity or person accessing or using the LangSmith Platform (“Customer” or“you”). This Agreement consists of the terms and conditions set forth below and any Order Forms that reference
this Agreement. If you are accessing or using the LangSmith Platform on behalf of your company, you represent
that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference
your company.
Please note that LangChain may modify the terms and conditions of this Agreement in accordance with Section
8.4 (Amendment; Waiver).
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE LANGSMITH PLATFORM,
YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN
THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE LANGSMITH
PLATFORM. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.
1.

Definitions

The following terms, when used in this Agreement will have the following meanings:“Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control withanother entity, so long as such Control exists. For the purposes of this definition, “Control” means beneficial
ownership of 50% or more of the voting power or equity in an entity.
“Confidential Information” means any information or data disclosed by either party that is marked or otherwise
designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential inlight of the nature of the information and the circumstances surrounding disclosure. However, “Confidential
Information” will not include any information which (a) is in the public domain through no fault of receiving party;(b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was
properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or(d) is independently developed by the receiving party without use of or reference to the disclosing party’s
Confidential Information.
“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user
manuals made available by LangChain for the LangSmith Platform.
“LangChain Distributed Code” means any software code provided by LangChain to Customer for use in connection
with the LangSmith Platform, other than LangChain OSS Code.
“LangChain OSS Code” means any software code made available by LangChain under an open source license,
including at https://github.com/langchain-ai/langchain.
“LangSmith Platform” means LangChain’s application development platform for monitoring, testing, anddebugging large language models applications, which may be provided both as a cloud offering or on-premise(including local) deployment.

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“Order Form” means any LangChain online sign-up, order form, statement of work, service addendum or othersign-up flow that references this Agreement.
“Third-Party Product” means any applications, integrations, software, code, online services, systems, or otherproducts not developed by LangChain.
2.

LangSmith Platform

2.1
Account Registration. Customer may need to register for a LangChain account in order to use the
LangSmith Platform. Account information must be accurate, current, and complete. Customer agrees to keep
this information up-to-date so that LangChain may send notices, statements, and other information by email orthrough Customer’s account. Customer must ensure that any user IDs, passwords, and other access credentials
for the LangSmith Platform are kept strictly confidential and not shared with any unauthorized person.
2.2
License to LangSmith Platform. Subject to the terms and conditions of this Agreement, LangChain
hereby grants Customer a non-exclusive, non-transferrable, non-sublicensable right to access and use the
LangSmith Platform set forth in the corresponding Order Form for its internal business purposes. To the extent
LangChain has provided Customer with any LangChain Distributed Code, rights granted in this Section further
include the right to install and run the relevant LangChain Distributed Code in connection with Customer’s use of
the LangSmith Platform.

2.3
Free Access Subscriptions. LangChain may provide Customer with the LangSmith Platform for freeor on a trial basis (“Free Access Subscriptions”). 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 touse 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 LangSmith 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 data security guarantees or support
obligations.
2.4
License Keys. Certain portions of the LangSmith Platform or LangChain Distributed Code may
require an authorized license key from LangChain. The license key may impose limits on the use of the LangSmith
Platform or LangChain Distributed Code, such as the license term or number of authorized users. Customer issolely responsible for maintaining active license key(s) to ensure continued access and use of the corresponding
features of the LangSmith Platform or LangChain Distributed Code, and LangChain reserves the right to suspend
access in the event Customer’s license key(s) are invalid or expired.
2.5
Customer Limitations. Customer will not directly or indirectly: (a) reverse engineer, decompile,
disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit orassist any third party to create or derive, the source code underlying the LangSmith Platform; (b) attempt to probe,scan or test the vulnerability of the LangSmith Platform, breach the security or authentication measures of the
LangSmith Platform without proper authorization or willfully render any part of the LangSmith Platform unusable;(c) use or access the LangSmith Platform to develop a product or service that is competitive with LangChain’s
products or services or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease,license, or assign the LangSmith Platform or otherwise offer the LangSmith Platform on a standalone basis; (e)upload any information that constitutes “personal information”, “personal data” or “personally identifiable
information” as defined in applicable laws; (f) use the LangSmith Platform for applications in which the failure of

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the LangSmith Platform could lead directly to death, personal injury, or severe physical or environmental damage(“High Risk Activities”) or (g) otherwise use the LangSmith Platform in violation of applicable law (including any
export law) or outside the scope expressly permitted hereunder and in the applicable Order Form (collectively,
the “License Restrictions”).
2.6
Customer Responsibilities. Customer will (i) be responsible for all use of the LangSmith Platform
under its account, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the
LangSmith Platform and notify LangChain promptly of any such unauthorized access or use or any other known orsuspected breach of security or misuse of the LangSmith Platform; (iii) be responsible for obtaining andmaintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the
LangSmith Platform, including as set forth in the Documentation; and (iv) obtaining all rights, consents, andpermissions necessary for LangChain to process any Customer Data (as defined below) in connection with theactivities contemplated under this Agreement. Customer will be solely responsible for its failure to maintain such
equipment, software and services, and LangChain will have no liability for such failure (including under any service
level agreement).
2.7
Third-Party Products. If Customer uses Third-Party Products in connection with the LangSmith
Platform (such as through integrations made available by LangChain), Customer agrees and acknowledges that
LangChain does not warrant or support Third-Party Products and disclaims all responsibility and liability for these
items and their use in connection with the LangSmith Platform.
2.8
Affiliates. Any Affiliate of Customer will have the right to enter into an Order Form executed bysuch Affiliate and LangChain and this Agreement will apply to each such Order Form as if such Affiliate were asignatory 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 isa 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

3.1
Fees. To the extent any portions of the LangSmith Platform (including related support or otherancillary services) are made available for a fee, Customer will pay LangChain the amounts as set forth in the Order
Form. Except as otherwise specified herein or in any applicable Order Form, (a) fees are quoted and payable inUnited States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, andfees paid are non-refundable.
3.2
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, then LangChain reserves the right to suspend access to the paid
services until all fees are paid in full. Customer hereby authorizes LangChain to charge Customer’s designatedcredit card account (or other means of payment) for the fees set forth in the corresponding Order Form.
3.3
Invoicing Payment Terms. If Customer elects to receive invoices and LangChain approves
Customer for the same, then invoices will be sent to via email in accordance with the Order Form. Except asotherwise set forth in an Order Form, Customer will make all of the undisputed fees hereunder within thirty (30)days of the date of the invoice.

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3.4
Suspension; Late Payment. LangChain may suspend access to the LangChain Service immediately
upon notice if Customer fails to pay any amounts hereunder at thirty (30) days past the applicable due date. If
LangChain has not received payment within thirty (30) days after the applicable due date, interest will accrue onpast due amounts at the rate of one percent (1%) per month, but in no event greater than the highest rate ofinterest allowed by law, calculated from the date such amount was due until the date that payment is received by
LangChain. In addition, Customer will be liable to LangChain for all costs incurred by LangChain in its collection of
any amounts owed by Customer, which are not paid when due, including, without limitation, collection agency
fees or reasonable attorneys’ fees and expenses.
3.5
Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties,
however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except
for those taxes based on the income of LangChain. Customer will not withhold any taxes from any amounts due
to LangChain.
4.

Proprietary Rights and Confidentiality

4.1
Customer Data. Customer shall retain all right, title and interest to all data and information
uploaded or provided by Customer to LangChain in connection with its use of the LangSmith Platform(“Customer Data”). Customer warrants that it has all rights necessary to provide any information, data or othermaterials that it provides hereunder, and to permit LangChain to use the same as contemplated hereunder.
LangChain agrees that it will not use Customer Data to develop or improve its products and services.
4.2
Data Security. LangChain will maintain a security program materially in accordance withindustry standards that is designed to (i) ensure the security and integrity of Customer Data (ii) protect against
threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to
Customer Data, including the security measures described at https://smith.langchain.com/data-securitypolicy.pdf, which may be updated by LangChain from time to time.
4.3
Proprietary Rights. As between the parties, LangChain exclusively owns all right, title and interest
in and to the LangSmith Platform, LangChain Distributed Code, LangChain OSS Code, System Data and LangChain’s
Confidential Information (“LangChain Materials”). Customer exclusively owns all right, title and interest in andto the applications it develops using the LangSmith Platform (excluding any LangChain Materials). “System Data”
means data collected by LangChain regarding the LangSmith Platform that may be used to generate logs, statistics
or reports regarding the performance, availability, usage, integrity or security of the LangSmith Platform.
4.4
Feedback. Customer may from time to time provide LangChain suggestions or comments forenhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to
the LangSmith Platform. LangChain will have full discretion to determine whether or not to proceed with thedevelopment of any requested enhancements, new features or functionality. LangChain will have the full,unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate andotherwise fully exercise and exploit any such Feedback in connection with its products and services.
4.5
Confidentiality. Each party agrees that it will use the Confidential Information of the other party
solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly,
to any third party without the other party’s prior written consent, except as otherwise permitted hereunder.
However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys,
auditors, financial advisors and other representatives who have a need to know and are legally bound to keepsuch information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as

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required by law (in which case the receiving party will provide the disclosing party with prior written notification
thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its
reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will
disclose the terms of this Agreement to any third party, except that either party may confidentially disclose suchterms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting
the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breachof the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek
immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Eachparty will promptly notify the other in writing if it becomes aware of any violations of the confidentiality
obligations set forth in this Agreement.
5.

Disclaimers

5.1
EXCEPT AS EXPRESSLY SET FORTH HEREIN, LANGCHAIN DISCLAIMS ANY AND ALL WARRANTIES,EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESSFOR A PARTICULAR PURPOSE, INCLUDING USE IN CONNECTION WITH ANY HIGH RISK ACTIVITIES. LANGCHAIN
DOES NOT REPRESENT OR WARRANT THAT THE LANGSMITH PLATFORM WILL BE ERROR-FREE, AND LANGCHAIN
EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION ORDATA ACCESSED OR USED IN CONNECTION WITH THE LANGSMITH PLATFORM. LANGCHAIN IS NOT RESPONSIBLE
OR LIABLE FOR ANY PRODUCTS OR SERVICES NOT PROVIDED BY LANGCHAIN (INCLUDING ANY THIRD-PARTY
PRODUCTS), AND DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATIONTHEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS SOLE DISCRETION.
6.

Limitation of Liability; Indemnification

6.1
Limitation of Liability. UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR
OTHERWISE, WILL (A) LANGCHAIN BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL,LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSTCONTENT OR DATA, EVEN IF A REPRESENTATIVE OF LANGCHAIN HAS BEEN ADVISED, KNEW OR SHOULD HAVEKNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) LANGCHAIN BE LIABLE FOR ANY AGGREGATE DAMAGES,COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM
DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM, OR ONE HUNDRED DOLLARS ($100.00),
WHICHEVER IS GREATER.
6.2
Indemnification. Customer agrees to defend, indemnify, and hold harmless LangChain from andagainst any claims, actions or demands, including, without limitation, all related liabilities, damages, costs,
expenses, and reasonable legal and accounting fees, arising or resulting from Customer’s breach of the Agreement
or Customer’s access to, use or misuse of the LangSmith Platform. LangChain shall provide notice to Customer ofany such claim, suit, or proceeding. LangChain reserves the right to assume the exclusive defense and control ofany matter which is subject to indemnification under this Section. In such case, Customer agrees to cooperatewith any reasonable requests assisting LangChain’s defense of such matter.
7.

Term; Termination

7.1
Paid Subscription or Services. If Customer has purchased any products, support, or services from
LangChain pursuant to an Order Form, this Agreement will be in effect for the term set forth in the Order Form.
Unless otherwise agreed upon by the parties in writing, Customer’s Order Form automatically renew for
additional, successive renewal terms of equal length unless either party provides the other party with written
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notice of non-renewal at least (30) days before the end of the then-current renewal term. In addition, each party
may each terminate this Agreement if the other party fails to cure any material breach of this Agreement(including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach.
7.2
Free Access Subscriptions. If Customer is accessing the LangSmith 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.
7.3
Effect of Termination; Survival. Upon termination of this Agreement all rights and obligations will
immediately terminate except that any terms or conditions that by their nature should survive such termination
will survive, including the License Restrictions and terms and conditions relating to proprietary rights andconfidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions
below. To the extent LangChain has provided Customer with any LangChain Distributed Code, Customer must stopusing any installed LangChain Distributed Code within 60 days of termination this Agreement and must destroy
any copies of LangChain’s Confidential Information within Customer’s control.
8.

General

8.1
Export Compliance. Each party will comply with the export laws and regulations of the UnitedStates, European Union and other applicable jurisdictions in providing and using the LangSmith Platform.
8.2
Publicity. Customer agrees that LangChain may refer to Customer’s name, logo, and trademarks
in LangChain’s marketing materials and website; however, LangChain will not use Customer’s name or trademarks
in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior writtenconsent (which may be by email) not to be unreasonably delayed.
8.3
Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement,
in whole or in part, without the other party’s prior written consent, except that either party may assign thisAgreement without consent to a successor to all or substantially all of its assets or business related to thisAgreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null andvoid. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
8.4
Amendment; Waiver. LangChain reserves the right in its sole discretion and at any time and forany reason to modify this Agreement. Any modifications to this Agreement shall become effective upon the dateof posting. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any
preceding or subsequent breach or default. Any such waiver will be only to the specific provision and under the
specific circumstances for which it was given, and will not apply with respect to any repeated or continued
violation of the same provision or any other provision. Failure or delay by either party to enforce any provision ofthis Agreement will not be deemed a waiver of future enforcement of that or any other provision.
8.5
Relationship. Nothing contained herein will in any way constitute any association, partnership,
agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of
the parties to establish any such relationship. Neither party will have the authority to obligate or bind the otherin any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to
any third parties.
8.6
Unenforceability. If a court of competent jurisdiction determines that any provision of thisAgreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in

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accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force
and effect and bind the parties according to its terms.
8.7
Governing Law. This Agreement will be governed by the laws of the State of Delaware, exclusiveof its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations
Convention on Contracts for the International Sale of Goods.
8.8
Notices. Any notice required or permitted to be given hereunder will be given in writing bypersonal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to the Customer may
be sent to the address listed on the Customer’s applicable Order Form or email address provided by Customer
when Customer creates its LangSmith Platform account. Notices to LangChain must be sent to the following:
LangChain Inc., 42 Decatur St., San Francisco, CA 94103, Attn: Legal.
8.9
Entire Agreement. This Agreement comprises the entire agreement between Customer and
LangChain with respect to its subject matter, and supersedes all prior and contemporaneous proposals,statements, sales materials or presentations and agreements (oral and written). No oral or written information
or advice given by LangChain, its agents or employees will create a warranty or in any way increase the scope of
the warranties in this Agreement.
8.10 Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption
or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake,flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or notofficially declared), cyber-attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies,
transportation, or other essential commodity or service required in the conduct of its business, or any change inor the adoption of any law, regulation, judgment or decree.
8.11 Government Terms. LangChain provides the LangSmith Platform, including related software andtechnology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If
Customer is an agency, department, or other entity of any government, the use, duplication, reproduction,
release, modification, disclosure, or transfer of the LangSmith Platform, or any related documentation of any kind,including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use isprohibited and no rights than those provided in this Agreement are conferred. The LangSmith Platform wasdeveloped fully at private expense.

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