Terms of Service

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 of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

"Ancillary Software" means LangChain's Software Developer Kit (SDK) and APIs, including any Updates, that LangChain makes available to Customer as part of the LangSmith Platform.

“Cloud Deployment” means a version of the LangSmith Platform hosted and operated by LangChain in LangChain's cloud environment.

"Customer Data" means electronic data and information submitted or generated by Customer in connection with its use of the LangSmith Platform, including all inputs and outputs.

"Customer Infrastructure" means Customer-managed cloud infrastructure or equipment needed to host, access, or otherwise use the LangSmith Platform, including as outlined in the Documentation.

"Documentation" means the specifications and documentation for the LangSmith Platform available at docs.langchain.com.

"High-Risk Activities" means activities where the use or failure of the LangSmith Platform could lead to death, personal injury, or damage to public critical infrastructure.  

"Hybrid Deployment" means a version of the LangSmith Platform in which the control plane and data plane operate independently and together comprise the LangSmith Platform. The control plane is operated by LangChain in its cloud environment and the data plane is deployed within Customer Infrastructure. As set forth in the applicable Order Form, the data plane may be managed either by (a) LangChain, solely through cloud provider APIs and without direct access to Customer Infrastructure resources, or (b) Customer, within Customer Infrastructure.

"LangSmith Platform" means the platform for monitoring, testing, and debugging as well as deploying and managing large language model applications, 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.

“Materials” means any materials provided by LangChain to Customer in connection with the provision of Services.

"No Charge Access" means Beta Releases, Trial Access, and Free Access Plans, as further described in Section 2.5.

"Operational Metadata" means usage and diagnostic information generated by the LangSmith Platform and collected by LangChain to support, maintain, and optimize the performance and security of the LangSmith Platform, including information regarding software versions, system configuration, uptime, error logs, health metrics, and feature usage.  Operational Metadata does not include Customer Data, Confidential Information, Personal Data, or protected health information.

"Order Form" means a LangChain ordering document that references this Agreement and is hereby incorporated by reference.

"Personal Data" means Customer Data relating to an identified or identifiable natural person.

“Self-Hosted Deployment” means a version of the LangSmith Platform licensed for installation and operation within the Customer Infrastructure.

“Services” means professional consulting services purchased by Customer in the applicable Order Form and relating to training and assistance with LangSmith Platform installation, deployment, or usage.

"Subscription Metrics" means the metrics used to determine Customer's access and use of the LangSmith Platform as set out in an Order Form.

"Subscription Term" means the period during which Customer is entitled to use the LangSmith Platform as outlined in the applicable Order Form.  

“Support” means the applicable support and maintenance specified in an Order Form and further described in LangChain’s Support Plan available at langchain.com/support-plans. 

"Third Party Products" means any product not developed or provided by LangChain that Customer may, at its own discretion, opt to use with the LangSmith Platform, as further described in Section 2.6.  

“Updates” means all enhancements and improvements to the LangSmith Platform that LangChain makes generally available to its customers at no additional charge as part of its Support. 

"User" means Customer's or Customer’s Affiliates’ employees and contractors who are authorized by Customer to access and use the LangSmith Platform on Customer's or Customer’s Affiliates’ behalf according to the terms of this Agreement. 

2. Access and Use of the LangSmith Platform

2.1 Access and Use of LangSmith 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 LangSmith Platform and Support available to Customer during the applicable Subscription Term, solely for Customer’s internal business use, in accordance with the Subscription Metrics and other terms set forth in the applicable Order Form.

(B) For Self-Hosted Deployment Subscriptions. During the relevant Subscription Term, grant to Customer a limited, non-exclusive, non-transferable (except as set forth in Section 10.8 below), non-sublicensable, license to install and use the LangSmith Platform on Customer Infrastructure for Customer’s internal business use per applicable configuration parameters, as outlined in the Documentation, according to the Subscription Metrics, Support and other terms of the Order Form.  Customer may make a reasonable number of copies of the LangSmith 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 LangSmith 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. 

2.2 Access to Users. Only authorized Users are permitted to access and use the LangSmith 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 LangSmith Platform; and (d) ensuring Users abide by all applicable local, state, national and foreign laws applicable to Customer’s use of the LangSmith Platform.  Customer will notify LangChain immediately of any unauthorized use of, or access to, the LangSmith Platform, and will use reasonable efforts to promptly stop any unauthorized access to or use of the LangSmith Platform. 

2.3 Self-Hosted Deployment Platform License Keys.  Access to the LangSmith Platform requires an authorized license key issued from LangChain.  The license key may impose limits on the use of the LangSmith 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.  

2.4 License Restrictions. Customer may not, directly or indirectly, and may not authorize any third party to: (a) decompile, disassemble, reverse engineer, translate, adapt, modify, or create derivative works of the LangSmith Platform or Documentation, or otherwise attempt to derive the source code, structure, ideas, algorithms, or underlying know-how of the LangSmith Platform, or discover any non-public elements thereof (except to the extent expressly permitted by applicable law notwithstanding this restriction); (b) sell, resell, license, sublicense, distribute, rent, or lease the LangSmith Platform, including in a service bureau or outsourcing offering; (c) use the LangSmith Platform to develop a similar or competing product or service, or to publish or disclose benchmarks, performance results, or comparative information regarding the LangSmith Platform; (d) transmit unlawful, infringing, harmful, or malicious data or code (including viruses, worms, Trojan horses, or other harmful routines) to or from the LangSmith Platform; (e) alter or remove any trademarks or proprietary notices contained in or on the LangSmith Platform or Documentation; (f) circumvent or interfere with the LangSmith Platform’s operation, access, or use restrictions, or conduct security or vulnerability testing without LangChain’s prior written authorization; (g) use the LangSmith Platform for High-Risk Activities; or (h) use the LangSmith Platform in violation of this Agreement. 

2.5 No Charge Access. LangChain may offer Customer access to the LangSmith Platform free of charge or on a trial basis, including pre-release or beta features ("Beta Releases"), time-limited trial access ("Trial Access"), and ongoing free tier access subject to usage limits ("Free Access Plans"), collectively "No Charge Access." Beta Releases are not generally available, may be unsupported, and may be discontinued at any time; participation is voluntary and may require Feedback as described in Section 4.4. Trial Access expires at the end of the applicable trial period unless Customer enters into a paid Order Form. All No Charge Access is provided "AS IS" without warranties, indemnities, support obligations, performance commitments, or data retention rights. LangChain may terminate or modify any No Charge Access upon thirty (30) days written notice, with continued use constituting acceptance. If Customer does not agree to a modification, Customer's sole remedy is to terminate prior to the effective date.

2.6 Third Party Products.  Third Party Products may be available in connection with the LangSmith Platform.  If Customer enables a Third Party Product, Customer acknowledges that the LangSmith Platform may transmit or exchange Customer Data with the Third Party Product as authorized by Customer.   Third Party Products may be subject to additional third-party terms and fees.  LangChain does not control and disclaims all responsibility and liability for Third Party Products, including their security, operation, functionality, or interoperability with the LangSmith Platform.

2.7 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”). For Self-Hosted Deployments, LangChain may collect usage metrics via the LangSmith Platform or upon request to monitor compliance with applicable Subscription Metrics. Any usage in excess of the applicable Subscription Metrics will be invoiced and paid in accordance with this Section.  Except as expressly provided in this Agreement, 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, Fees are billed annually in advance and payable in United States Dollars within the timeframe specified in the Order Form. Customer is responsible for maintaining accurate billing and contact information. Undisputed amounts remaining unpaid ten (10) business days after notice of delinquency may result in suspension of access until paid in full, which will be reinstated promptly upon payment. Customer may dispute any invoice in good faith by written notice specifying the basis within thirty (30) days of the invoice date; LangChain will not suspend access for amounts subject to a timely good faith dispute provided Customer pays all undisputed amounts when due. Unresolved disputes shall be escalated in accordance with Section 10.5.

3.3 Taxes.  Fees and expenses are exclusive of all sales, use, VAT, GST, withholding, and similar taxes or levies applicable to an Order Form (“Taxes”), other than taxes based on LangChain’s net income, property, franchise, or employees. Customer is responsible for all such Taxes. If LangChain is required to collect or remit Taxes, LangChain may invoice Customer for such Taxes, and Customer shall pay them in accordance with Section 3.2, unless Customer provides a valid tax exemption certificate.

3.4. Services. LangChain shall provide the Services purchased in the applicable Order Form or Statement of Work (“SOW”), as the case may be.  Services may be ordered by Customer pursuant to a SOW describing the work to be performed, fees, and any applicable milestones, dependencies and other technical specifications or related information.  Each SOW must be signed by both parties before LangChain will commence work under such SOW.  If the parties do not execute a separate SOW, the Services shall be provided as stated on the Order Form.

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 LangSmith 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 LangSmith 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 LangSmith Platform.  Other than as expressly outlined in this Agreement, no license or other rights in or to the LangSmith 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 LangSmith Platform in accordance with this Agreement and each Order Form executed hereunder.  LangChain agrees that it will not use Customer Data 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 LangSmith 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 LangSmith Platform or Documentation (“Feedback”), Customer hereby grants LangChain an irrevocable, perpetual, worldwide, 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.

4.5   Services Work Product.  Customer shall have a license right to use or access any work product or Materials delivered as part of the Services, solely for its internal business purposes and solely in connection with the LangSmith Platform regarding which the Services were commissioned.  Other than the limited license described in the prior sentence, LangChain shall retain all right, title, and interest in and to any such Materials and Services work product and any derivative, enhancement, or modification thereof and Customer maintains ownership of its Confidential Information.

5. Confidentiality

5.1 Definition of Confidential Information. “Confidential Information” means all non-public information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of LangChain includes the LangSmith Platform, including information relating to No Charge Access; and each party’s Confidential Information includes the terms of this Agreement and any Order Forms (including pricing), as well as business, financial, marketing, technical, and product information. Confidential Information excludes information that the Receiving Party can demonstrate: (i) is or becomes publicly available without breach; (ii) was known prior to disclosure without breach; (iii) is received from a third party without breach; or (iv) was independently developed without use of or reference to the Disclosing Party’s Confidential Information.

5.2 Protection. The Receiving Party will: (a) protect Confidential Information using at least reasonable care; (b) use it solely to perform under this Agreement; and (c) limit access to its and its Affiliates’ employees and contractors with a need to know and confidentiality obligations at least as protective as those herein. Neither party may disclose the terms of this Agreement or any Order Form except to its Affiliates, legal counsel, or accountants, and remains responsible for their compliance. Upon written request, the Receiving Party will promptly return or destroy Confidential Information, except for information retained in routine backups or as required by law or internal retention policies.

5.3 Compelled Disclosure.  The Receiving Party may disclose Confidential Information if legally required, provided it gives prior notice (where permitted) and reasonable assistance, at the Disclosing Party’s expense, to seek protective treatment. Any disclosure will be limited to what is legally required, and the Receiving Party will request confidential treatment. These obligations survive while Confidential Information remains in the Receiving Party’s possession.

6. Representation, Warranties, Exclusive Remedies, Disclaimers

6.1 General Warranty.  Each party represents and warrants that it has the authority to enter into this Agreement and perform its obligations hereunder. 

6.2 LangChain Limited Warranties. LangChain warrants that the LangSmith Platform will perform materially in accordance with the applicable Documentation during the applicable Subscription Term. Customer’s sole and exclusive remedy, and LangChain’s entire liability, for any breach of the foregoing warranty is for LangChain to use commercially reasonable efforts to correct the nonconformity. If LangChain is unable to do so within a commercially reasonable period, Customer may terminate the affected Order Form and LangChain will refund any prepaid, unused Subscription Fees for the terminated portion of the Subscription Term. With respect to Services, LangChain warrants only that the Services will be performed in a professional manner consistent with generally accepted industry standards. Customer must notify LangChain in writing of any warranty claim within thirty (30) days of delivery of the relevant Services. Customer’s exclusive remedy for breach of this warranty is re-performance of the non-conforming Services.

6.3 Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE LANGSMITH PLATFORM AND SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.  LANGCHAIN DOES NOT WARRANT THAT THE LANGSMITH PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED, MEET CUSTOMER’S REQUIREMENTS, OR PREVENT UNAUTHORIZED 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 LangSmith 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. In response to an actual or potential infringement claim, LangChain may at its option: (a) procure rights for Customer's continued use; (b) replace or modify the allegedly infringing portion without materially reducing overall functionality; or (c) terminate the affected Order Form and refund prepaid, unused fees for the remaining Subscription Term. The foregoing does not apply to claims arising from: (i) Customer's unauthorized use or modification of the LangSmith Platform or use in combination with items not provided by LangChain (including Third Party Products and Customer Data), if the infringement would have been avoided absent such use, modification or combination; (ii) use of any release other than the most recent release for Self-Hosted Deployments; (iii) Customer's continued use after notice to discontinue that would have avoided the alleged infringement; or (iv) No Charge Access.

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. The foregoing obligation does not apply to the extent the claim arises from LangChain's unauthorized modification or non-compliant use of Customer Data under this Agreement.

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 LangSmith 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 Exclusive Remedy. This Section 7 sets out each party’s exclusive remedy and the other party’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 FOR LIABILITY (A) ARISING FROM EITHER PARTY’S INTENTIONAL MISUSE OF THE OTHER PARTY’S CONFIDENTIAL INFORMATION, (B) ARISING FROM EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, OR (C) RESULTING FROM EITHER PARTY’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE TO LANGCHAIN UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. THE PARTIES AGREE THAT THIS LIMITATION REPRESENTS AN AGREED ALLOCATION OF RISK AND REFLECTS THE RIGHTS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT, AND APPLIES REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE.

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 on the Effective Date 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 on 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 then-current 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 LangSmith Platform, (ii) may adversely impact LangChain, the LangSmith Platform or the networks or data of any other LangChain customer, business partner or service provider, or (iii) is 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 will reinstate the Customer’s and/or any User’s access to the LangSmith Platform as soon as reasonably practicable following resolution of the issue.

9.4 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. 

9.5 Post-Termination.

(A) Data Export. 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 Cloud Deployments as described in the Documentation. The thirty (30) day post-termination export right does not apply to No Charge Access.

(B) Data Deletion. Within thirty (30) days of Customer's written request following termination or expiration of this Agreement, LangChain shall delete all Customer Data in its custody and control.

(C) Effect of Termination. Upon termination of this Agreement: (a) all outstanding Order Forms and access to the LangSmith Platform will automatically terminate; (b) Customer and its Users will immediately cease access and use of the LangSmith Platform, other than for retrieval purposes as provided in Section 9.5(A); and (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.

9.6 Surviving Provisions.  The Sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Representation, Warranties, Exclusive Remedies, Disclaimers”, “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 LangSmith 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 LangSmith Platform to store, retrieve, or transmit technical data controlled under the U.S. International Traffic in Arms Regulations. 

10.3 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 LangSmith 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 227.7202-3. 

10.4 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 on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act 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.

10.5 Notices.   All notices must be in writing, in English, and will be deemed given upon receipt when sent via a method that provides delivery confirmation (including electronic receipts or logs) to the address specified in the applicable Order Form or as otherwise designated in writing. Email notices are deemed received on the next business day after transmission unless a delivery failure notice is received. Billing notices must be sent to LangChain at ar@langchain.dev, or to Customer at the billing contact listed in the applicable Order Form. Notices to LangChain must also copy legal@langchain.dev to be effective.

10.6 Force Majeure. Neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control, including elements of nature or acts of God, war, terrorism, civil unrest, pandemics or epidemics, governmental actions, labor disputes, or failures of utilities or telecommunications (each, a Force Majeure Event). The affected party will use reasonable efforts to mitigate the effects of the Force Majeure Event.

10.7 Assignment.  Neither party may assign this Agreement without the other party’s prior written consent, not to be unreasonably withheld, except that either party may assign without consent to an Affiliate or in connection with a merger, reorganization, or sale of all or substantially all of its business or assets. Any attempted assignment in violation of this Section is void. Subject to the foregoing, this Agreement binds and benefits the parties and their respective permitted successors and assigns. 

10.8 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.

10.9 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. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

10.10 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. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect. 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. 

10.11 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.

10.12 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.