Terms of Use

This English document is a translation of the original Japanese document for the sole purpose of user convenience. It is only the Japanese original that is legally binding. In the event of any discrepancy or inconsistency between the Japanese original and the English translation, the Japanese original shall prevail.

These terms of use (hereinafter referred to as “these Terms of Use”) stipulate the terms and conditions for the use of Langsmith Editor (hereinafter referred to as “the Service”) provided by Langsmith Inc. (“we,” “us” or “Langsmith”).
As a user of this service, whether an individual or a corporation, you must read these Terms of Use before using the Service. Please read these Terms of Use before using the Service.

Individual Terms

We may set out individual conditions (hereinafter referred to as “Individual Terms”) for individual products or services in the Service.
In the event of an inconsistency or conflict between these Terms of Use and any Individual Terms, those Individual Terms shall prevail.
Before using those products or services, please read related Individual Terms.
You shall be allowed to use the Service only if you agree to these Terms of Use and Individual Terms, and these Terms of Use and Individual Terms shall constitute a contract regarding the use of the Service between you and us.
If you have started using the Service, you will be agreeing to these Terms of Use and Individual Terms.

License

We hereby grant you the non-transferable and non-exclusive right to use the Service, free of charge, for non-commercial purposes under the conditions stipulated in these Terms of Use and Individual Terms.

License Conditions

You hereby agree that any character data / voice data such as text and terminologies entered by you through the Service, any character data / voice data generated by the Service, and any character data / voice data obtained by regenerating those character data / voice data (hereinafter collectively referred to as “Text Data, etc.”) will be sent to our servers and the servers of the contractor(s) designated by us. The method of processing Text Data, etc. varies depending on the plan. For details, please refer to our privacy policy (https://en.langsmith.co.jp/privacy-policy/).
If we obtain your personal information in connection with the provision of the Service, we will handle your personal information in compliance with the privacy policy (https://en.langsmith.co.jp/privacy-policy/) established by us in addition to this Article.

Attribution of Rights

The copyright(This includes the rights set forth in Article 27 and Article 28 of the Copyright Act.) of (i) character data and voice data such as text and terminology inputted by the User through the Service, and (ii) data(This service presents multiple choices of character data, etc. to the user, but does not include data related to choices not adopted by the user.) adopted by the User out of character data and voice data such as text and terminology generated by the Service shall belong to the User.
Users (excluding paid plan users) shall grant us a free license to use the data whose copyright belongs to the user based on the preceding paragraph for the following purposes.
(1)Improvement of the Service (including, but not limited to, training of neural networks and algorithms)
(2)Research presentations by us, joint research with universities and research institutions, and other academic and educational activities
(3)Storage on the servers of us and its designated subcontractors to the extent necessary for the purposes of the preceding items, and provision to third parties
All intellectual property rights and other rights related to trademarks, patents, copyrights (excluding copyrights stipulated in the preceding paragraphs), Text Data, etc., and all other information contained in this service shall belong to us or a third party that has licensed such rights to us.
You will not acquire any rights other than the rights explicitly granted by these Terms of Use and the Individual Terms.
The attribution of copyrights and other rights not specified in this article shall be in accordance with the Copyright Act and other laws and regulations, and we shall not acquire any rights that should be attributed to third parties based on laws and regulations.

Compliance Items

When using the Service, you shall not do, or have a third party do, any of the following acts:

Acts that may interfere with the operation of the Service;
Acts of destroying or interfering with the functions of our servers or networks;
Acts of selling, distributing, enabling transmission of, public transmission of, lending, transferring, granting a license of, or other disposition of all or part of the Service to a third party regardless of whether it is paid or free of charge;
Acts of impersonating another user or a third party;
Acts of collecting or accumulating personal information about other users;
Acts that infringe or may infringe our intellectual property rights or other rights or any intellectual property rights or other rights of third parties such as other users;
Acts of modifying or removing any indications of any intellectual property rights such as patents, trademarks, copyrights included in the Service;
Acts of disassembling, decompiling, reverse engineering, or any other alteration or modification of all or part of the software (including programs, the same shall apply hereinafter) provided in the Service;
Acts that directly or indirectly provide benefits to antisocial forces in connection with the Service;
Acts that violate laws and regulations or public order and morals;
Acts related to criminal activity; or
Other acts that we deem inappropriate.

You shall bear all expenses for preparation and maintenance of equipment such as computers, communication lines and other communication environments necessary for using the Service and all communication expenses at your own expense and responsibility.
We may set restrictions on your use of the Service based on the frequency of requests sent to the Service, the busy status of the servers, or otherwise at our discretion.
If it is discovered that you violate these Terms of Use or Individual Terms, we shall be able to immediately suspend or terminate the provision of all or part of the Service to you.
You guarantee that the Text Data, etc. that you provide to us in the Service does not contain any information that should not be disclosed or provided to third parties (including us) in accordance with laws and regulations.
If a dispute arises between you and a third party because your use of the Service infringes or may infringe any of the rights of that third party, you shall resolve that dispute at your expense and responsibility, and shall not cause any damage to us.
If you use the Service overseas, you shall comply with the import / export related regulations of Japan and other countries. You shall resolve any dispute that may arise due to your act that violates those regulations at your expense and responsibility and shall not cause any damage to us.
We may claim compensation for loss or damage incurred by us due to your violation of either these Terms of Use or Individual Terms.

Interruption of the Service

If we determine that there is any of the following reasons, we shall be able to suspend or stop the provision of all or part of the Service without notifying you in advance:

When performing regular or urgent maintenance / inspection or update of the system necessary for providing the Service;
When a failure occurs in our system, communication line, etc. necessary for providing the Service;
When it becomes difficult to provide the Service due to force majeure such as earthquake, lightning strike, fire, power outage or natural disaster; or
Otherwise when we deem that it is necessary to suspend or stop the Service.

We will not be liable for any damage or disadvantage suffered by you or any third party due to the interruption or suspension of the provision of the Service, except as otherwise provided for in these Terms of Use or Individual Terms.

Disclaimer

We do not guarantee the accuracy, eligibility, completeness, usefulness, precision, reliability, or suitability for any particular purpose of the Service.
We do not guarantee that the Service does not infringe any intellectual property rights or other rights of third parties.
We will not be liable for any loss or damage directly or indirectly incurred by you or any third party in connection with your use of the Service unless such loss or damage is caused by our willful misconduct or gross negligence.
We will not be liable for any transactions or disputes that occur between you and other users or third parties in connection with the Service unless such transactions or disputes are caused by our willful misconduct or gross negligence.

Changes in Service Content

We may make changes to the content of the Service (such as restriction or expansion thereof) or terminate the provision of all or part of the Service without notifying you.
We will not be liable for any loss or damage that such changes cause to you or any third party.

Changes to the Terms

At our discretion, we may change the conditions and other provisions stipulated in these Terms of Use or Individual Terms at any time without notifying you in advance.
In this case, we will notify you of the new version of these Terms of Use or Individual Terms by posting it on our website or by any similar method prescribed by us. When the new version is so notified, these Terms of Use or Individual Terms are deemed to have been changed.

Notifications

Notifications or communications between you and us shall be made by the method prescribed by us.

Severability

If any provision of these Terms of Use or Individual Terms or a part thereof is determined to be invalid or unenforceable by law, the remaining part of that provision and other provisions will remain in full force.

No Transfer

You may not assign, transfer, create a security interest over or otherwise dispose of your contractual status under these Terms of Use or any Individual Terms or the rights or obligations under these Terms or any Individual Terms to a third party without our prior written consent.

Cancelling Your Membership (for Plans Other Than Guest Plan)

You may cancel the contract to use the Service by the method prescribed by the Service. Your cancellation of the contract to use the Service will become effective immediately and you will not be able to use the Service. We may, at our discretion, discontinue your use of all users or delete the Text Data etc. sent by you. In addition, you have agreed in advance without objection that even after your cancellation of the contract to use the Service, we will retain and use your user information in accordance with the privacy policy established by us and also you will not be released from any of your liabilities and obligations (including, but not limited to, compensation for loss and damage) you owe to us and third parties under the contract to use the Service.
In the case of the preceding paragraph, we may delete your user ID at our discretion. In addition, we will not be liable for any loss or damage incurred by you, us, or any third party due to your cancellation of the contract to use the Service pursuant to this Article.
If you wish to use the Service again after cancelling your membership, you must follow the registration procedure again. You have agreed in advance without objection that your data before your cancellation will not be carried over after the re-registration procedure.

Terms of Use for Paid Plans (Premium Plan, Enterprise Plan)

These terms of use for paid plans (hereinafter referred to as “these Paid Plans Terms”) shall apply to us and you as a user of a paid plan in connection with the use of that paid plan.

Registration of a Paid Plan

If you as a user of a paid plan or a user who wishes to use a paid plan agree to these Paid Plans Terms, related terms, and the content of that paid plan and you are approved by our examination under paragraph 3, we will provide and operate that paid plan for you.
If you wish to use a paid plan, you are required to check the content of that paid plan in the Service, the period of that paid plan, the usage fee and the method of paid registration required to use that plan and then to accept these Paid Plans Terms, related terms, and the content of paid plan in the Service before making a paid registration. If you wish to use a paid plan and have competed your paid registration, you will be agreeing to these Paid Plans Terms, related terms, and the content of that paid plan.
We will examine you based on the paid registration you have made in accordance with the preceding paragraph, and when we have approved your paid registration, we will grant you a qualification to use the paid plan. At that time, a paid plan usage contract shall be concluded between you and us. Once the paid plan usage contract is concluded, if the paid plan user does not follow the prescribed procedures for termination of use at least 24 hours before the expiration of the free period when there is a free period at the time of registration of the paid plan, or at least 24 hours before the expiration of the valid period of the paid plan, the Service Agreement shall be renewed with the same content.
We may choose not to approve your paid registration if our examination of your paid registration has found that you fall under any one of the items listed in “Compliance Items” of these Terms of Use. Even if you do not fall under any one of those items, we are not obligated to approve your paid registration.

Paid Plan Usage Fee

You as a user of a paid plan shall pay the usage fee by the payment method and payment date specified in the next Article as consideration for using the paid plan.
Even if you as a user of a paid plan are not able to receive the paid plan due to the provisions of “Suspension or Cancellation of Paid Plans” in these Paid Plans Terms, you are still required to pay the usage fee specified in this Article for the effective period of your paid plan.
If we deem it necessary, we may revise the usage fee of your paid plan by giving you prior notice of a reasonable period on the message board on this website or using other means and by setting a period for your transition. If you continue to use your paid plan after the transition period has elapsed, you will be agreeing to the new usage fee.
If you change, upgrade or downgrade your plan during the effective period of your paid plan, we will not refund the usage fee for your paid plan or any other money. If you have changed, upgraded, or downgraded your paid plan during the effective period of your paid plan, such change, upgrade or downgrade shall be deemed to have been made by you after the end of the effective period of your paid plan. You shall accept this without any objection in advance.
Unless otherwise stated, the listed prices do not include any taxes, levies, duties or other similar governmental impositions of any nature whatsoever (including, but not limited to, value-added tax, sales tax, use tax and withholding tax imposed in any jurisdiction; hereinafter collectively referred to as “Taxes”). You are responsible for paying all Taxes associated with your purchase, except for any Taxes imposed on our net income. If your payments for the Service are subject to government withholding taxes, such taxes will not be deducted from the listed fees payable by you, and you are required to pay the withholding taxes to the relevant tax authority and the full amount of the listed fees to Langsmith.
If you pay the usage fee in a currency other than Japanese yen, it will be affected by the exchange rate between that currency and Japanese yen. You have agreed to this in advance without objection.

Paid Plan Payment Method

You shall pay the usage fee by any of the following payment methods:
A. Credit card,
B. Coupons and product keys issued by us, or
C. Other methods specified by us.
If you choose the payment method listed in item 1A of the preceding paragraph, you will pay your usage fee to your bank account by the payment date designated by your credit card company so that your credit card company will debit it from your bank account. The billing date on which your credit card company charges you for your usage fee is to be set out in the contract between you and your credit card company, and we will have no concern with it. In addition, if you delay the payment of your usage fee for any reason, including your credit card company’s credit disapproval, payment refusal, payment suspension, and bankruptcy, you are required to pay us the late payment charge at an annual rate of 14.6%. The payment method for the late payment charge shall be designated by us. Any fees and expenses for payment of the late payment charge shall be borne by you (The same shall apply in the case of payment of the usage fee by the means of payment stipulated in Item 1 C of the preceding paragraph).
If there is any change in your credit card information registered with us (such as credit card company and card number: the same applies hereinafter), you are required to make those changes to your registered information by the method prescribed by the Service so that you ensure that your usage fees are paid without delay. We will not be liable for any loss or damage you may suffer due to your failure to make those changes (including loss or damage incurred by you due to our taking measures set out in “Suspension or Cancellation of Paid Plans” of these Paid Plans Terms against your failure to make those changes).
We will use the Stripe service as a collection agency. If you pay your usage fees by the payment method listed in item 1A of the preceding paragraph, Stripe will issue you receipts and related documents for the payment of those usage fees.

End of Use of Your Paid Plan

You agree that you are not be able to cancel your paid plan usage contract at a point of time during its effective period. If you do not renew your paid plan usage contract, you shall follow the prescribed procedure for terminating your paid plan. The procedure for terminating your paid plan varies depending on the payment method selected by you under the preceding Article.
If you cancel your contract to use the Service pursuant to “Compliance Items” of these Terms of Use even though your paid plan is valid, your paid plan will be no longer available to you even during the effective period of your paid plan. In this case, we will not refund the usage fee or any other money. You shall accept this without any objection in advance.
For any reason whatsoever, we will not refund any usage fees or other money already received from you, unless it is caused by our willful misconduct or gross negligence.
You have agreed without objection that, if your paid plan is no longer available to you for a reason such as when you have terminated your paid plan or when your user ID has been deleted (except when your paid plan is not available due to a temporary suspension of service provision pursuant to “Change, Suspension, Discontinuation, Addition and Abolition of Paid Plans” in these Paid Plans Terms), you may become unable to use or browse the functions that were available to you under your paid plan usage contract. If you conclude a paid plan contract with us again, you may still be unable to use or browse those functions in the same way.

Suspension or Cancellation of Paid Plans

If we determine that you fall under any of the following items, we will suspend your paid plan or cancel your contract to use the Service at our discretion without prior notice or warning to you:
(1) If we deem that you fall under any one of the items listed in “Compliance Items” of these Terms of Use; or
(2) If you delay the payment of your usage fee or other obligations or you refuse to make those payments.
If you fall under any one of the items in the preceding paragraph, your payment obligations will be accelerated and the usage fee of your paid plan incurred at that time and all other charges payable to us shall become due and payable in a lump sum.
If we have taken measures as set out in paragraph 1, we will not be liable for any consequence that arises out of those measures.

Handling of Personal Information of Paid Plans

Notwithstanding the provisions in “License Conditions” of these Terms of Use and in our privacy policy, if we deem it necessary for identification, payment or collection of your obligations to us, we will disclose your personal information to your credit card company to the extent necessary.
You agree, without objection, that a contractor entrusted by us will manage your credit card information and other payment information in order for the contractor to charge you for your usage fees.

Change, Suspension, Discontinuation, Addition and Abolition of Paid Plans

We may make changes or additions to or abolish all or part of the content of your paid plan without notifying you in advance.
We may temporarily suspend part or all of your paid plan without notifying you in advance if there is any of the reasons listed in “Interruption of the Service” of these Terms of Use.
We will not owe any liability, including compensation for damage or restoration to the original state, to you as a user who wishes to use a paid plan or who is already a paid plan user, or third parties, for any loss or damage that may arise in connection with the change, addition, abolition, suspension, etc. pursuant to this Article.

Paid Plan Damages

If your violation of these Paid Plan Terms causes loss or damage to us in connection with your use of your paid plan, you shall compensate us for any such loss or damage (including indirect damage).
We will not be liable for any loss or damage incurred by you in connection with your paid plan unless such loss or damage is caused by our willful misconduct or gross negligence. In addition, if we are held liable to pay damages to you, the scope of those damages is limited to direct or general damage that actually occurs due to reasons attributable to our willful misconduct or gross negligence, and the upper limit of those damages is the total usage fee of your paid plan actually received by us from you in the past one year from the time when the event that caused such loss or damage occurred.

Effective Period of Your Paid Plan Usage Contract

Your paid plan will become available to you once your paid registration is approved pursuant to “Registration of a Paid Plan” in these Paid Plans Terms. In addition, if you have completed the procedure for terminating your use of your paid plan pursuant to “End of Use of Your Paid Plan”, or if you have cancelled your contract to use the Service pursuant to “Cancelling Your Membership” of these Terms of Use, or if your user ID has been deleted, then your paid plan will become no longer available to you on the day when your paid plan ends in accordance with your termination procedure, or when your contract to use the Service is cancelled, or when your user ID is deleted.

Elimination of Antisocial Forces

We prohibit antisocial forces from using the Service. If we deem that you are an antisocial force, we may discontinue to provide you with the Service without notifying you in advance. We will not be liable for any damage or disadvantage incurred by you due to such discontinuation of provision.

Governing Law / Jurisdiction

Japanese law shall be the governing law in interpreting these Terms of Use (including these Paid Plans Terms) and Individual Terms.
Any dispute arises regarding the Service shall be subject to the exclusive jurisdiction of the court having jurisdiction over the location of our head office.

Change in March 2023
Change in January 2022
Change in August 2021
Established in April 2021