AI Functionality Terms

(Additional Terms)

These AI Functionality Terms (“Terms’’) are between GitLab Inc. with offices at 268 Bush Street, Suite 350, San Francisco, CA 94104 (or, if a different GitLab Affiliate is listed as “GitLab” on an Order Form) (“GitLab”), and the entity accepting these Terms (“Customer”). These Terms are effective as of the earlier of (a) Customer’s acceptance of these Terms within the (i) GitLab Software or (ii) via an Order Form, or (b) Customer’s use of any AI Functionality (“Effective Date”).

1. DEFINITIONS

1.1. “AI Functionality” means features developed by GitLab and provided in the Software, or Supplemental Services purchased separately, based on artificial intelligence (including machine learning) technologies (“AI”) exclusive of any Customer Models or GitLab Models powering the AI Functionality. AI Functionality may produce Output or conduct actions (“Actions”) in response to Input.

1.2. “Customer Models” means AI models powering AI Functionality which, irrespective of the source from which they are obtained, are (i) hosted by, or on behalf of, Customer, and (ii) listed as available for use with AI Functionality and implemented consistent with the Documentation.

1.3. “DPA” means the GitLab Data Processing Addendum and Standard Contractual Clauses available at https://handbook.gitlab.com/handbook/legal/data-processing-agreement/, or such other written data processing addendum between the parties.

1.4. “GitLab Models” means AI models powering AI Functionality which are hosted by GitLab, or by a third party listed as a GitLab sub-processor of GitLab as listed on the Website.

1.5. “Input” means (i) input provided by Customer to AI Functionality and (ii) supporting Customer Content processed by AI Functionality in order to generate Output.

1.6. “Output” means code, natural language, and other data generated by AI Functionality.

1.7. “Agreement” means the current GitLab subscription agreement available at https://about.gitlab.com/terms/, or such other written agreement between the parties governing Customer’s use of Software.

2. SCOPE OF USE

2.1. Subject to Clause 2.2 below, these Terms, along with the Agreement and the DPA, govern Customer’s access to and use of AI Functionality and GitLab Models. These Terms are incorporated into and form part of the Agreement.

2.2. GitLab will have no indemnification obligation nor liability of any type with respect to (i) Customer Models, and (ii) Output generated or Actions conducted by AI Functionality powered by Customer Models, unless such exclusion of liability is not enforceable under applicable law, in which case GitLab’s liability will not exceed $1,000.00USD.

2.3. In its use of AI Functionality, Customer may transmit Personal Data to GitLab as part of Input (defined above). To the extent Customer’s use of AI Functionality powered by GitLab Models involves the processing of Personal Data, Customer’s obligations as a Controller under the DPA will apply. Any sub-processors used to provide AI Functionality powered by GitLab Models will be listed at https://about.gitlab.com/privacy/subprocessors/ and all notifications of updates to that list will be done in accordance with Section 14 of the DPA.

2.4. Customer represents and warrants that it has obtained all necessary rights, approvals, and consents for its use of Input. For purposes of these Terms, both Input and Output constitute additional Customer Content as that term is defined in the Agreement. Customer will retain all ownership of Customer Content, as permitted under applicable law.

3. RESTRICTIONS

3.1. Customer’s use of AI Functionality will comply with the Acceptable Use Policy available at https://about.gitlab.com/terms/#current-terms-of-use.

3.2. Notwithstanding anything to the contrary in these Terms, Customer acknowledges and agrees that (a) AI Functionality may generate the same, or similar, output for GitLab or other third-party end users (e.g., customers, partners), and (b) Customer has no claim of right, title, or interest against GitLab or third-party end users to the extent such claim relates to the same, or similar output generated for GitLab or other third-party end users.

3.3. Customer represents and warrants that it will not use AI Functionality to create, train, or improve (directly or indirectly) a similar or competing foundational or large language model or other generative artificial intelligence service that competes with the provider of the applicable GitLab Model or Customer Model.

3.4. Customer represents and warrants that it will not reverse engineer, extract, or discover the data, models, model weights, algorithms, safety features, or operation of the GitLab Models or Customer Models.

4. ADDITIONAL DISCLAIMERS

4.1. Customer acknowledges and agrees that (a) Output, its use, and Actions may be unreliable, insecure, inaccurate, or offensive, (b) Customer will evaluate all Output and Actions before relying on, or making use of, such Output or Actions, (c) Customer is responsible for ensuring any Output incorporated into Customer intellectual property complies with third-party intellectual property rights, and (d) AI Functionality and its Output and Actions are not designed for or intended to be used for meeting Customer’s compliance with applicable laws or regulatory obligations.

4.2. GitLab is not responsible for the availability or accuracy of the products or services of any third-party provider of GitLab Models.

5. AI INDEMNIFICATION, LIMITATION OF LIABILITY

5.1. Except as otherwise provided in this Section 5, the applicable provisions of the Agreement will govern each party’s indemnification obligations and limitation of liability with regard to Customer’s use of AI Functionality. GitLab’s obligations under Section 10.1 of the Agreement will also apply to Customer Claims related to Output generated by AI Functionality powered by GitLab Models (“Output Claim”). GitLab will not have any obligations under Section 10.1 of the Agreement with regard to an Output Claim if (a) AI Functionality is provided as Free Software or (b) the Output is (i) modified by Customer, (ii) generated in response to Input that Customer does not have a valid right to use, (iii) combined with other products, processes, or materials, or (iv) known, or should have been known, by Customer to infringe or otherwise misappropriate a third party’s intellectual property rights. Customer’s obligations under Section 10.2 of the Agreement will only apply to modified Output.

5.2. Subject to Section 5.1 above, GitLab will be responsible for the costs and fees associated with the defense of an Output Claim. GitLab will retain sole control over the defense and settlement of an Output Claim, including the selection of counsel, provided Customer may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. GitLab will not settle any Output Claim that results in a finding of liability or fault with regard to Customer.

6. TERM AND TERMINATION

These Terms will commence upon the Effective Date and will automatically expire upon (a) expiration or termination of the Agreement, or (b) expiration or termination of the underlying Subscription to AI Functionality. The parties may terminate these Terms as provided in the Agreement. Upon expiration or termination of these Terms, Customer will immediately discontinue all use of the AI Functionality. The rights and obligations of these Terms which by their nature are intended to survive termination or expiration of these Terms will survive.

7. MISCELLANEOUS

Capitalized terms used but not defined in these Terms will have the meaning in the Agreement or DPA. Except as provided in these Terms, the Agreement remains in full force and effect and governs Customer’s access to and use of GitLab’s Software. To the extent of any conflict or inconsistency between these Terms and the Agreement, these Terms will control.