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Delaware law governs this Agreement, and all disputes must be litigated exclusively in state or federal courts in Delaware. Both the UN CISG and the Uniform Computer Information Transactions Act are expressly excluded.
This analysis describes what LangChain's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision requires all disputes to be resolved in Delaware courts under Delaware law, which may require non-Delaware and international customers to litigate in a jurisdiction other than their own. The express exclusion of UCITA limits certain software-specific statutory rights that might otherwise apply under the laws of states that have enacted UCITA.
The updated terms introduce a new deployment architecture option (BYOC) alongside existing Cloud and Hybrid options, giving customers more control over infrastructure placement. LangChain's explicit commitment to not use customer data for large language model training now has clear written language in the Terms, whereas the prior version only referenced 'products' generically. However, the expanded non-warranty clause now states the platform is not warranted to be 'accurate' or 'complete,' which broadens the disclaimers of liability. Customers should review which deployment option aligns with their infrastructure and compliance requirements.
View change record →Under this clause, any disputes arising from the Agreement must be brought in Delaware courts, regardless of Customer's location. International customers should note that the Agreement expressly excludes the UN Convention on Contracts for the International Sale of Goods, which would otherwise govern cross-border commercial contracts in signatory countries.
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"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.Excerpt from LangChain's Terms of Service
(1) REGULATORY LANDSCAPE: Delaware choice-of-law and exclusive jurisdiction clauses are standard in U.S. enterprise software agreements and are generally enforceable in U.S. commercial courts. For EU and EEA customers, mandatory jurisdiction provisions may interact with EU consumer protection regulations, though this Agreement is directed at business customers rather than individual consumers. (2) GOVERNANCE EXPOSURE: Low to Medium for domestic U.S. customers; Medium for international customers who may face practical and procedural barriers to litigating in Delaware. (3) JURISDICTION FLAGS: EU business customers should assess whether local mandatory law provisions or data protection enforcement mechanisms operate independently of the contractual jurisdiction clause. UK customers post-Brexit should evaluate whether English courts would recognize and enforce the exclusive jurisdiction clause. (4) CONTRACT AND VENDOR IMPLICATIONS: International customers negotiating Order Forms should assess whether the exclusive Delaware jurisdiction clause is acceptable given their dispute resolution frameworks. The exclusion of UCITA is operationally neutral for most jurisdictions, as only Maryland and Virginia have enacted UCITA. (5) COMPLIANCE CONSIDERATIONS: Legal teams contracting on behalf of non-U.S. entities should assess whether the exclusive jurisdiction and governing law provisions are consistent with local mandatory commercial law requirements and whether any Order Form negotiations should address alternative dispute resolution mechanisms.
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This provision requires all disputes to be resolved in Delaware courts under Delaware law, which may require non-Delaware and international customers to litigate in a jurisdiction other than their own. The express exclusion of UCITA limits certain software-specific statutory rights that might otherwise apply under the laws of states that have enacted UCITA.
Under this clause, any disputes arising from the Agreement must be brought in Delaware courts, regardless of Customer's location. International customers should note that the Agreement expressly excludes the UN Convention on Contracts for the International Sale of Goods, which would otherwise govern cross-border commercial contracts in signatory countries.
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