LangChain Terms of Service (On-Premise) These Terms of Service (this “Agreement”) are entered into by and between LangChain Inc., a Delaware corporation (“LangChain”), and the undersigned entity or person accessing or using the on-premise deployment of 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. 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 with another 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 in light 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, and debugging large language models applications, which may be provided both as a cloud offering or on-premise (including local) deployment. “Order Form” means any LangChain online sign-up, order form, statement of work, service addendum or other sign-up flow that references this Agreement. “Third-Party Product” means any applications, integrations, software, code, online services, systems, or other products not developed by LangChain. 2. LangSmith Platform 2.1 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 install, access and use the LangChain Distributed Code in connection with Customer’s use of the LangSmith Platform, subject to any limitations in the corresponding Order Form. 2.2 Beta Releases. LangChain may provide Customer with certain new features and functionality of the LangSmith Platform that are made available as a “beta release” or otherwise on a trial basis (“Beta Releases”). LangChain makes no promises that any Beta Releases will be made available under the same commercial or other terms. LangChain may terminate Customer’s right to use any Beta Releases at any time in LangChain’s sole discretion without liability. Any Beta Releases are optional for Customer to use and are provided by LangChain “AS-IS” and without any representations, warranties, performance or data security guarantees or support obligations. 2.3 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 is solely 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. 2.4 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 or assist 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) use the LangSmith Platform for applications in which the failure of the LangSmith Platform could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”) or (f) 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”). 2.5 Customer Responsibilities. Customer will be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the LangSmith Platform, including as set forth in the Documentation. 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). 2.6 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. 2.7 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 3.1 Fees. LangChain will invoice and Customer will pay LangChain the amounts as set forth in the Order Form. Except as otherwise set forth in an Order Form, Customer will pay all of the undisputed fees hereunder within thirty (30) days of the date of the invoice. Except as otherwise specified herein or in any applicable Order Form, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable. 3.2 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 on past due amounts at the rate of one percent (1%) per month, but in no event greater than the highest rate of interest 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. 3.3 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. 3.4 Audit Rights. During the term of this Agreement and twelve (12) months thereafter, Customer will keep reasonably detailed, complete and accurate written books and records relating to its usage of the LangSmith Platform under this Agreement and LangChain and/or its duly authorized representatives will have the right (but not the obligation), upon reasonable notice and during normal business hours, to audit such books and records to verify the Customer’s compliance with the terms of this Agreement (including payment obligations). If the results of any such audit demonstrates any underpayment by Customer, LangChain will invoice Customer for the underpayment and Customer will pay all such invoices within five (5) days from receipt. In the event any audit shows underpayment by Customer of five percent (5%) or more during the audited period, Customer shall reimburse LangChain any and all expenses and costs incurred by LangChain in connection with the audit within fifteen (15) days of receipt of an invoice from LangChain. 4. Proprietary Rights and Confidentiality 4.1 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 and LangChain’s Confidential Information (“LangChain Materials”). Customer exclusively owns all right, title and interest in and to the applications it develops using the LangSmith Platform (excluding any LangChain Materials). 4.2 Feedback. Customer may from time to time provide LangChain suggestions or comments for enhancements 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 the development 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 and otherwise fully exercise and exploit any such Feedback in connection with its products and services. 4.3 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 keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as 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 such terms 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 breach of 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. Each party 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 FITNESS FOR 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 OR DATA 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 INTEGRATION THEREWITH, 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, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF LANGCHAIN HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN 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 and against 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 of any such claim, suit, or proceeding. LangChain reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section. In such case, Customer agrees to cooperate with any reasonable requests assisting LangChain’s defense of such matter. 7. Term; Termination 7.1 Term. The term of this Agreement will commence on the Effective Date and continue until terminated as set forth below. The initial term of each Order Form will begin on the Subscription Start Date of such Order Form and will continue for the subscription term set forth therein. Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. 7.2 Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. 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 and confidentiality, disclaimers, audit rights, indemnification, limitations of liability and termination and the general provisions below. Customer must stop using 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 United States, 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 written consent (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 this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns. 8.4 Amendment; Waiver. This Agreement may only be amended upon the mutual written agreement of both parties. 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 of this 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 other in 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 this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in 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, exclusive of 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 by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to the Customer may be sent to the address listed below or the email address provided by Customer. 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 not officially 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 in or the adoption of any law, regulation, judgment or decree. 8.11 Government Terms. LangChain provides the LangSmith Platform, including related software and technology, 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 is prohibited and no rights than those provided in this Agreement are conferred. The LangSmith Platform was developed fully at private expense. IN WITNESS WHEREOF, the duly authorized representatives of each of the parties hereto have executed this Agreement as of the Effective Date.