This Software License Agreement (this “Agreement”) is an agreement between Anthropic and you or the organization, company, or other entity that you represent (“Licensee”). “Anthropic” means Anthropic Ireland, Limited if Licensee resides in the European Economic Area (“EEA”), Switzerland or UK, and Anthropic, PBC if Licensee resides anywhere else. These Terms are effective on the date that Licensee first downloads the Binary (“Effective Date”).
Please note: You may not enter into these Terms on behalf of an organization, company, or other entity unless you have the legal authority to bind that entity.
1. Definitions
1.1 “Anthropic Model” means an artificial intelligence model made available for use by or on behalf of Anthropic to Licensee.
1.2 “Authorized User” means (a) with respect to the Managed Service, a Customer and its users; and (b) with respect to an Internal Deployment, the employees and contractors of Licensee and its affiliates whom Licensee permits to use it, and end users of Licensee’s own products and services who interact with agents that Licensee builds and operates using the Binary Code, in each case without access to the Binary Code.
1.3 “Binary Code” means Licensed Code in compiled or non-human-readable form delivered by Anthropic to Licensee in such form, before or after the Effective Date.
1.4 “Customer” means a customer of Licensee that accesses the Managed Service.
1.5 “Deployment” means each of (a) the Managed Service and (b) an Internal Deployment, in each case to the extent Licensee operates it under this Agreement.
1.6 “Documentation” means the integration guides, release notes, and other technical documentation that Anthropic delivers with the Licensed Code.
1.7 “Feedback” means code contributions, bug reports, suggestions, or other feedback provided by Licensee to Anthropic regarding the Licensed Code.
1.8 “Internal Deployment” means Licensee’s operation of the Binary Code on infrastructure owned or controlled by Licensee to build, run, and manage agents for the business purposes of Licensee and its affiliates, including within Licensee’s own products and systems, and not to make the functionality of the Binary Code available to third parties on a hosted or standalone basis.
1.9 “Licensed Code” means code and Documentation for the software described in the below table that Anthropic delivers to Licensee, and “Purpose” means the purpose corresponding to the Licensed Code as set forth in the below table:
1.10 “Managed Service” means the service that Licensee operates to make the functionality of the Binary Code available to Customers on a hosted basis.
1.11 “Safety Update” means an Update that Anthropic identifies in writing as necessary to address a safety, security, or misuse risk.
1.12 “Third-Party Model” means an artificial intelligence model that is not an Anthropic Model.
1.13 “Update” means any modification, new version, or other update to the Licensed Code that Anthropic delivers to Licensee.
2. License Grant
2.1 Binary Code License. Anthropic hereby grants Licensee a limited, non-exclusive, worldwide, non-transferable, non-sublicensable (except as set forth in Section 2.2), royalty-free license during the Term to install, execute, and make a reasonable number of copies of the Binary Code solely for the Purpose.
2.2 Affiliates and Contractors. Licensee may permit its affiliates and contractors to exercise the licenses in this Section 2 on Licensee’s behalf, provided each such Affiliate or contractor is bound by written obligations at least as protective as this Agreement and Licensee remains responsible for their compliance.
2.3 Open Source Components. The Licensed Code may include or be accompanied by third-party software components that are subject to open source license terms (“Open Source Components”), as identified by Anthropic in the applicable delivery (including in any license files, notice files, or dependency manifests provided with the Licensed Code). To the extent the applicable open source license terms conflict with this Agreement, those terms govern the applicable Open Source Component. Licensee will retain all license and notice files delivered with the Licensed Code in each copy it makes.
2.4 Multiple Deployments. If Licensee operates both a Managed Service and an Internal Deployment, this Agreement applies to each, and each provision that refers to the Managed Service or to Customers applies only to the Managed Service. Licensee will keep each Internal Deployment logically separate from the Managed Service, will not use an Internal Deployment to serve Customers, and will not use the Managed Service to avoid a term that applies to an Internal Deployment. Use of Anthropic Models through any Deployment remains subject to the agreement between the Parties that governs Licensee’s access to those models, and nothing in this Agreement changes the pricing, usage policies, or data terms under that agreement.
3. Restrictions
Anthropic retains all rights not granted under this Agreement. Licensee may not use the Licensed Code for any purpose not expressly authorized in this Agreement. Without limitation, Licensee may not: (a) modify the Licensed Code, or use or otherwise exploit modifications or derivative works of the Licensed Code; (b) distribute, disclose, or otherwise make available the Licensed Code to any third party other than pursuant to Section 2.2, including to any Customer and including in connection with any Customer audit, assessment, or request, provided that making the functionality of the Binary Code available to Authorized Users through a Deployment is not a breach of this clause (b); (c) except as the Documentation expressly permits, use the Licensed Code in connection with the deployment, development, or use of any Third-Party Model, including by configuring the Licensed Code to send inference requests to a Third-Party Model; (d) take any action that would subject the Licensed Code to the terms of any open source or other license requiring disclosure or licensing of source code; (e) circumvent, disable, or degrade any safety, security, or access control functionality of the Licensed Code; (f) use the Licensed Code, or any information learned from it, to develop, train, or improve any product, service, or artificial intelligence model, other than operating a Deployment as permitted by this Agreement; (g) reverse engineer, decompile, disassemble, or otherwise attempt to extract source code, prompts, or logic of the Binary Code; (h) use any Binary Code other than for the Purpose; (i) compile, bundle, or otherwise incorporate the Licensed Code into, or offer it as part of, any Licensee product or service other than a Deployment, and in the case of an Internal Deployment, only where the functionality of the Binary Code is not itself offered to third parties on a hosted or standalone basis; or (j) remove or alter any proprietary, license, or attribution notice in the Licensed Code.
4. Deployments
4.1 Operation. Licensee operates each Deployment and is solely responsible for it, including hosting, authentication, security, availability, and support of Authorized Users. With respect to the Managed Service, Licensee is also solely responsible for its agreements with Customers; Anthropic is not a party to any agreement between Licensee and a Customer and has no obligation to any Customer under this Agreement, and Licensee will not make any representation, warranty, or commitment to any Customer on Anthropic’s behalf.
4.2 Customer Data. As between the Parties, Licensee is responsible for all data processed by a Deployment, including Customer data and the data of Licensee and its affiliates. Anthropic does not receive or process such data under this Agreement.
5. Updates; Safety
5.1 Updates. Anthropic may deliver Updates from time to time but is not obligated to do so. Anthropic has no obligation to support any version of the Licensed Code.
5.2 Safety Updates. Anthropic may deliver Updates to address critical agent misuse (“Safety Updates”). Licensee will deploy each Safety Update in each Deployment within 1 business day after Anthropic delivers it.
5.3 Safety Rollback. If Anthropic notifies Licensee in writing that a feature or version of the Licensed Code presents a safety, security, or misuse risk, Licensee will disable that feature or roll back that version in each Deployment within 8 hours after the notice.
5.4 Other Updates. Licensee will use commercially reasonable efforts to deploy any Update not designated as a Safety Update or rollback in each Deployment within 30 days after Anthropic delivers it.
5.5 Withdrawn Versions. Anthropic may withdraw any version of the Licensed Code by written notice. Licensee will stop using a withdrawn version within 30 days after the notice, or within the period in Section 5.2 or 5.3 if either applies, and will delete all copies of it in accordance with Section 9.4.
5.6 Access Path. Licensee acknowledges that Anthropic may determine, for safety reasons, that some or all customers of Licensee should access certain Anthropic Models only through Anthropic’s hosted service and that all models may not be made available for access through your Deployment.
5.7 Incident Notice. If Licensee becomes aware of an Agent Incident, Licensee will (a) notify Anthropic promptly and without undue delay, and in any event within 48 hours after confirming it; (b) investigate it; and (c) inform Anthropic of the results of its investigation and the steps taken to address it, without any obligation to share Customer or Authorized User data. “Agent Incident” means that a safety feature of the Licensed Code is triggered, or other anomalous agent behavior is detected, based on thresholds the Parties agree in writing (email sufficient), in connection with use of a Deployment.
5.8 Custom Safeguards. Licensee will implement and maintain in each Deployment the safeguards that Anthropic specifies in the Documentation or otherwise in writing for the agent harness, including any safeguards that Anthropic identifies as specific to Licensee’s Deployment (“Custom Safeguards”). Licensee will not disable, bypass, or materially alter a Custom Safeguard without Anthropic’s prior written consent.
5.9 Usage Signals. The Licensed Code may send observability signals to ensure performance to Anthropic (“Usage Signals”). Licensee will not remove, block, alter, or falsify Usage Signals, and will not route requests to Anthropic Models in a way that hides that they originate from the Licensed Code. Anthropic may use Usage Signals to measure use of the Licensed Code and to monitor compliance with this Agreement.
6. Feedback
Licensee may provide Anthropic Feedback. Licensee hereby grants Anthropic a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable license to exercise all rights in any Feedback without restriction or compensation. Anthropic will consider incorporating Feedback into the Licensed Code in good faith but is not obligated to incorporate any Feedback. Feedback is provided “as is” and without warranty of any kind, and Anthropic’s use of or reliance on any Feedback is at Anthropic’s own risk.
7. Confidentiality
7.1 Confidential Information. The Licensed Code is Anthropic’s Confidential Information.
7.2. Obligations of Parties. Licensee may only use Confidential Information for the Purpose. Licensee will limit access to the Licensed Code to those personnel, affiliates, and contractors who need such access for the Purpose and who are bound to obligations of confidentiality at least as protective as those provided in these Terms ("Representatives"). Licensee will protect Anthropic’s Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own Confidential Information, and with no less than reasonable care. Recipient is responsible for all acts and omissions of its Representatives.
7.3. Exclusions. Confidential Information excludes information that: (a) becomes publicly available through no fault of Recipient; (b) is obtained by Recipient from a third party without a breach of the third party’s obligations of confidentiality; or (c) is independently developed by Recipient without use of Confidential Information. Recipient may disclose Discloser’s Confidential Information to the extent it is required by law, or court or administrative order, and will, except where expressly prohibited, notify Discloser of the required disclosure promptly and fully cooperate with Discloser’s efforts to prevent or narrow the scope of disclosure.
7.4. Destruction Request. Recipient will destroy Discloser’s Confidential Information promptly upon request, except where retained to comply with law or copies in Recipient’s automated back-up systems, which will remain subject to these obligations of confidentiality while maintained.
7.5 Unauthorized Access. Licensee will notify Anthropic in writing within 72 hours after becoming aware of any unauthorized access to, or use or disclosure of, the Licensed Code.
7.6 Certification. Upon Anthropic’s written request, not more than once in any 12-month period, Licensee will certify in writing its compliance with Sections 3 and 7.
8. Disclaimers; Liability
8.1 Disclaimers. THE LICENSED CODE IS PROVIDED “AS IS” AND “AS AVAILABLE.” ANTHROPIC MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED OPERATION. ANTHROPIC HAS NO OBLIGATION UNDER THIS AGREEMENT NOT EXPRESSLY SPECIFIED HEREIN.
8.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANTHROPIC WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, AND ANTHROPIC’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED US$100,000.00.
8.3 Deployment Claims. Licensee will defend Anthropic against any third-party claim arising from a Deployment or Licensee’s breach of Section 3 or 4, and will pay any resulting damages and costs finally awarded or agreed in settlement, except to the extent the claim arises solely from the Licensed Code as delivered by Anthropic.
8.4 Third-Party Models. Where this Agreement or the Documentation permits use of the Licensed Code with a Third-Party Model, Licensee does so at its own risk. Anthropic makes no warranty regarding, and has no liability or obligation (including to defend or indemnify) arising from, any Third-Party Model or its interaction with the Licensed Code, and does not guarantee the performance or results of the Licensed Code when used with one. The Documentation describes functionality as used with Anthropic Models.
9. Term; Termination; Effect
9.1 Term. These Terms start on the Effective Date and continue until terminated (the “Term”).
9.2 Termination. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement. Either Party may also terminate this Agreement for convenience upon 90 days’ written notice to the other Party.
9.3 Wind-Down. Upon expiration of this Agreement, or termination other than by Anthropic for Licensee’s breach, Licensee may continue to use the Binary Code for up to 90 days solely (a) to continue providing the Managed Service to Customers that were using it on the date of expiration or termination and to transition those Customers off the Managed Service, and (b) to transition its own workloads off an Internal Deployment (the “Wind-Down Period”). Licensee will not make the Managed Service available to new Customers during the Wind-Down Period. The license in Section 2 continues during the Wind-Down Period solely for those purposes. This Agreement otherwise continues to apply during the Wind-Down Period.
9.4 Effect of Termination. Upon expiration or termination, or the end of the Wind-Down Period if one applies, unless otherwise agreed between the Parties, Licensee will immediately cease all use of the Licensed Code and will, within 30 days, permanently delete or destroy all copies of the Licensed Code in its possession or control and, upon Anthropic’s written request, certify such deletion in writing. Licensee is not required to delete copies of the Licensed Code (a) retained in automated backup or archival systems until deleted in the ordinary course of Licensee’s data retention practices, or (b) to the extent retention is required by applicable law or legal process; any copies retained under this sentence remain subject to Sections 3 and 7 for so long as they are retained and may not be accessed or used for any other purpose. Sections 3, 6, 7, 8, 9, and 10 will survive termination.
10. General
10.1 Relationship to Other Agreements. This Agreement is a standalone agreement. It does not amend any other agreement between the Parties or their affiliates.
10.2 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound by this Agreement.
10.3 Notices. All notices, demands, waivers, and other communications under these Terms (each, a "Notice") must be in writing. Except for notices related to demands to arbitrate or where equitable relief is sought, any Notices provided under these Terms may be delivered electronically to the address provided to Anthropic if to Licensee; and to notices@anthropic.com if to Anthropic. Notice is effective only: (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with all requirements of this Section 10.3 (Notices).
10.4 Governing Law. This Agreement is governed by and construed in accordance with the Governing Laws, without giving effect to any choice of law provision. “Governing Laws” means (i) for Licensees in the EEA, Switzerland, or UK, the Laws of Ireland; and (ii) for all other Licensees, the laws of the State of California.
10.5 Equitable Relief. Licensee acknowledges that a breach of Section 3 or 7 may cause Anthropic irreparable harm for which damages are not an adequate remedy, and that Anthropic may seek injunctive or other equitable relief for any such breach without posting a bond.
10.6 Export. Each Party will comply with export control and sanctions laws that apply to its use, transfer, or delivery of the Licensed Code.
10.7 Entire Agreement; Amendment. This Agreement, is the Parties’ entire agreement regarding the Licensed Code and supersedes and controls over all prior discussions and any other agreements regarding its subject matter. No modification or amendment of this Agreement is effective unless in a writing signed by both Parties.