(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”).
1.1. “AI Functionality” means features in the GitLab Software, or Supplemental Services purchased separately, based on artificial intelligence (including machine learning) technologies.
1.2. “Data Processing Addendum” means the GitLab Data Processing Addendum and Standard Contractual Clauses available at https://about.gitlab.com/handbook/legal/data-processing-agreement/, or such other written data processing addendum between the parties.
1.3. “Subscription Agreement” means the GitLab subscription agreement available at https://about.gitlab.com/terms/#current-terms-of-use, or such other written agreement between the parties governing Customer’s use of Software.
2.1. These Terms, along with the Subscription Agreement and the Data Processing Addendum, govern Customer’s access to and use of AI Functionality. These Terms are incorporated into and form part of the Subscription Agreement.
2.2. In its use of AI Functionality, Customer may transmit Personal Data to GitLab as part of Input (defined below). To the extent Customer’s use of AI Functionality involves the processing of Personal Data, Customer’s obligations as a Controller under the Data Processing Addendum will apply. Any sub-processors used to provide AI Functionality 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 Data Processing Addendum.
2.3. Customer may provide input to be processed by AI Functionality (“Input”), and receive output, including code and natural language, generated and returned by AI Functionality based on such Input (“Output”). 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 Subscription Agreement. Customer shall retain all ownership of Customer Content, as permitted under applicable law.
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 arising from or related to any output generated by AI Functionality for GitLab or third-party end users.
3.3 Some AI Functionality is powered by third-party services identified and described in the documentation available at docs.gitlab.com (in each case an “AI Service Provider”). 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 applicable AI Service Providers.
3.4 Customer represents and warrants that it will not reverse engineer, extract, or discover the AI Functionality’s data, models, model weights, algorithms, safety features, or operation.
4.1 Customer’s access to and use of AI Functionality is at its own risk. AI Functionality may generate unreliable, insecure, inaccurate, or offensive Output. Customer acknowledges and agrees that (i) it will evaluate all Output before relying on or otherwise using Output; (ii) Customer is responsible for ensuring any Output incorporated into Customer intellectual property complies with third-party intellectual property rights; and (iii) AI Functionality is 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 any act or omission of any AI Service Provider or the availability, accuracy, products, or services of any AI Service Provider.
4.3 To the extent AI Functionality is powered by or distributed with any open source or permissively-licensed artificial intelligence models, such models shall constitute Community Edition Software.
The applicable provisions of the Subscription Agreement will govern each party’s indemnification obligations and limitation of liability with regard to Customer’s use of AI Functionality except that GitLab shall have no liability, nor any indemnification obligation (to Customer or any third party including User’s or Customer’s licensees), in respect of claims based upon modified Output.
These Terms will commence upon the Effective Date and will automatically expire upon (a) expiration or termination of the Subscription Agreement or (b) expiration or termination of the underlying Subscription to AI Functionality. The parties may terminate these Terms as provided in the Subscription Agreement. Upon expiration or termination of these Terms, Customer shall 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.
Capitalized terms used but not defined in these Terms will have the meaning in the Subscription Agreement or Data Processing Addendum. Except as provided in these Terms, the Subscription 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 Subscription Agreement, these Terms will control.
