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Each party's total liability is capped at fees paid or payable to LangChain in the twelve months preceding the claim, with exceptions for intentional misuse of Confidential Information, indemnification obligations, and gross negligence, fraud, or willful misconduct.
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 establishes the financial ceiling for contractual liability, which for new or low-spend customers may represent a materially low recovery ceiling for significant data or platform failures. The exceptions for indemnification obligations (Section 7), intentional misuse of Confidential Information, and gross negligence or fraud preserve exposure outside the cap for those specific categories.
Interpretive note: Enforceability of the liability cap depends on jurisdiction and applicable law; the agreement acknowledges this by qualifying the cap as applying only to the maximum extent permitted by applicable law.
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, Customer's recoverable damages for claims arising from platform failures or Agreement breaches are limited to twelve months of fees paid or payable, regardless of actual losses. Consequential damages, lost profits, business interruption, and similar categories are separately excluded under Section 8.2, with limited exceptions where prohibited by law.
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"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.Excerpt from LangChain's Terms of Service
(1) REGULATORY LANDSCAPE: Liability cap enforceability varies by jurisdiction; EU member state consumer protection laws and certain commercial regulations may limit the enforceability of liability caps in specific contexts, and the cap is stated to apply only to the maximum extent permitted by applicable law. The FTC Act engages where liability limitations interact with consumer protection obligations. (2) GOVERNANCE EXPOSURE: Medium. The twelve-month fee cap may represent a low ceiling for enterprise customers with significant operational dependencies on the platform, particularly for data-intensive or production AI deployments. Organizations should assess the cap relative to potential operational exposure. (3) JURISDICTION FLAGS: UK and EU jurisdictions may impose statutory limits on liability exclusions, particularly for negligence or breach of implied terms. California courts have scrutinized limitation of liability clauses in commercial software agreements. (4) CONTRACT AND VENDOR IMPLICATIONS: Procurement teams should assess the relationship between annual subscription fees and potential exposure from platform unavailability or data loss, and consider whether insurance arrangements or contractual carve-outs are warranted for high-dependency deployments. (5) COMPLIANCE CONSIDERATIONS: Risk management frameworks should document the liability cap as a material term affecting vendor risk ratings, particularly for organizations in regulated industries where data loss or platform failure could trigger regulatory notification obligations independent of contractual recovery.
This provision establishes the financial ceiling for contractual liability, which for new or low-spend customers may represent a materially low recovery ceiling for significant data or platform failures. The exceptions for indemnification obligations (Section 7), intentional misuse of Confidential Information, and gross negligence or fraud preserve exposure outside the cap for those specific categories.
Under this clause, Customer's recoverable damages for claims arising from platform failures or Agreement breaches are limited to twelve months of fees paid or payable, regardless of actual losses. Consequential damages, lost profits, business interruption, and similar categories are separately excluded under Section 8.2, with limited exceptions where prohibited by law.
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