·Reseller/Referral Agreement

·Date: August 29, 2025

·Before submitting a Deal Registration, please review the Master Partner Agreement.

·PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING GITLAB'S PARTNER PORTAL OR OTHERWISE, USING, ACCESSING, CONSUMING, PURCHASING, RESELLING OR OTHERWISE DISTRIBUTING THE SOFTWARE OR SERVICES FROM GITLAB. BY CLICKING YOUR ASSENT BELOW OR USING, ACCESSING OR CONSUMING THE GITLAB SOFTWARE OR SERVICES, YOU SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THE TERMS. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE, ACCESS, CONSUME, PURCHASE, RESELL OR OTHERWISE DISTRIBUTE THE GITLAB SOFTWARE OR SERVICES.

·Master Partner Agreement

·This Master Partner Agreement (the "Agreement") is made as of the date in which the Partner accepts the terms of this Agreement by clicking "agree" or "accept" (the "Effective Date") by and between GitLab and Partner (referred to herein as "Party", or collectively as the "Parties") and authorizes Partner to participate in one (1) or more of GitLab's Partner Programs in the Territory (EMEA, North America, LATAM, or APAC) in the region aligning to the Partner's principal place of business address. Notwithstanding the foregoing, (i) the APAC Territory excludes China, Hong Kong, and Macau; and (ii) authorization to participate in GitLab's U.S. Public Sector Territory requires separate review and is excluded from the North America Territory, please contact a GitLab channel manager for further details.

·In consideration of the mutual agreements contained herein and intending to be legally bound hereby, the Parties agree as follows:

11. Definitions

·Capitalized terms used in this Agreement shall be defined where first used or as follows:

1.11.1. Affiliate(s) - Means any entity(ies) controlling, controlled by, and/or under common control with a Party hereto, where "control" means the ownership of more than 50% of the voting securities in such entity.

1.21.2. Community Edition Software - Means the publicly available, community-developed open-source software and components which may be provided with the Software. Community Edition Software is provided as Free Software (as defined herein)

1.31.3. Confidential Information - Means the terms and conditions of this Agreement, and any other nonpublic technical or business information of a Party, whether provided orally or in writing, that is designated in writing as "Confidential" or "Proprietary" at the time of disclosure or that due to the nature of the information the Receiving Party would reasonably understand it to be confidential information of the Disclosing Party, including information relating to a Party's techniques, ideas, concepts, algorithms, source code, methodologies, workflows, implementation processes, current and future products and services, research, engineering, designs, financial information, procurement requirements, customer lists, business forecasts, roadmaps, marketing plans, pricing, discounts and proposals. For the avoidance of doubt, Confidential Information shall not include electronic data and information submitted by or for End User to and/or through the Products and Services (referred to herein as "End User Data").

1.41.4. Disclosing Party - Means the Party disclosing its Confidential Information.

1.51.5. End User - Means Partner's customer and/or the ultimate user of the Products and Services.

1.61.6. Exhibit(s) - Means the addenda attached to this Agreement as selected on the Cover Page, which establishes the applicable Partnership type(s) and scope contemplated between the Parties. GitLab shall have no obligation(s), and Partner shall have no right(s), with respect to any Exhibit not otherwise selected above and executed between the Parties.

1.71.7. Free Software - Means Software provided by GitLab to an End User, Partner, or any other third party: (i) at no, or a greatly reduced, cost, and (ii) for the sole purpose(s) of evaluation, demonstration, piloting, testing, NFR (Not-For-Resale), and/or other elements non "commercial related". "Commercial related" shall include, but not be limited to, internal use, resale, and/or distribution of the Software.

1.81.8. Order Form - Means a transactional document agreed to between the Parties which states the Products and Services being purchased, term of use, price, and other applicable transaction details.

1.91.9. Partner Portal - Means GitLab Partner website located at https://partners.gitlab.com/, which contains relevant Partner Program information, documents, guidelines and terms.

1.101.10. Partner Program - Means the program guidelines and overview as provided by GitLab on the Partner Portal. The Partner Program may be modified by GitLab from time to time through updates posted to the Partner Portal, or as otherwise communicated by GitLab to Partner, as determined by GitLab in its sole discretion. Modifications to the Partner Program shall be considered accepted by Partner, upon thirty (30) days prior notice to Partner.

1.111.11. Partnership(s) - Means the established business relationship as agreed to between the Parties in an Exhibit or Exhibits.

1.121.12. Products and Services - Means GitLab's Software and Professional Services.

1.131.13. Professional Services - Means professional services, including but not limited to, training, enablement, best practices, and consulting which are provided by GitLab to an End User.

1.141.14. Receiving Party - Means the Party receiving the Confidential Information.

1.151.15. Software - Means software, and other branded offerings sold by GitLab as agreed to between the Parties in an Order Form, including but not limited to, the self-managed and/or SaaS version of GitLab's DevOps Lifecycle Application Platform.

1.161.16. Terms and Conditions - Means Gitlab's standard terms and conditions applicable to the Products and Services, including GitLab's Subscription Agreement and Professional Services Agreement located at https://about.gitlab.com/terms, as may be updated in GitLab's sole discretion from time to time.

1.171.17. Trademarks - Means a Party's corporate name, logo, and "button" or "icon" for use within third party software to indicate an available integration or partnership, and any other logos, slogan(s), service marks, trademarks, trade names and certification marks.

22. Partnership

2.12.1. GitLab and Partner hereby establish the Partnership(s) described in one or more Exhibits as selected by the Parties in the Cover Page. Except as may be expressly set forth in an Exhibit, this Agreement and all Exhibits describe a non-exclusive relationship between the Parties and nothing in this Agreement or an Exhibit is meant to prevent either Party from dealing with any party or from distributing any third-party products or services in any manner. Subject only to the express terms of this Agreement and any Exhibit, each Party is free to communicate and deal with any customer or potential customer at any time and in any manner. For the avoidance of doubt, the Parties acknowledge and agree the terms and conditions stated within this Agreement, an Exhibit, and an executed Order Form shall govern with respect to all matters contemplated herein.

2.22.2. Partner shall not purchase, use, or deploy Software under this Agreement for Partner's internal purposes ("Internal Use"). In the event Partner desires to purchase, use, or deploy Software for Internal Use, Partner will enter into an Order Form with GitLab or an authorized partner of GitLab and such Internal Use shall be subject to GitLab's standard Terms and Conditions, unless the Parties enter into a separate definitive agreement specifically contemplating Partner's Internal Use.

2.32.3. Partner and GitLab acknowledge and agree that Free Software may be limited in functions, features, maintenance, support and contain other limitations not present in Software purchased. Unless otherwise agreed to between the Parties in writing, provisions in this Agreement regarding Software, shall not be applicable for Free Software with respect to: (i) fees (Section 3), (ii) warranties (Section 9), (iii) indemnification (Section 10). Free Software is provided "AS IS" without any representations or warranties of any kind, or otherwise. Notwithstanding anything to the contrary in the Agreement, GitLab shall have no liability of any kind for Free Software unless such exclusion of liability is not enforceable under applicable law, in which case GitLab's liability with respect to such Free Software shall not exceed one thousand U.S. Dollars ($1,000.00USD). Free Software shall be subject to all other terms and conditions in this Agreement.

2.42.4. Partner shall comply with the GitLab Partner Code of Ethics as found at: https://about.gitlab.com/handbook/people-policies/#partner-code-of-ethics, as updated from time to time in GitLab's sole discretion subject to any notice requirement set forth in Section 1.10 above.

33. Fees, Payment, Disputes and Invoicing

3.13.1. Unless otherwise agreed to between the Parties in an executed Order Form, the Parties each agree to pay the fees due to the other Party under this Agreement as set forth in the Exhibit(s) and in accordance with the payment terms of this Section 3. Unless otherwise detailed in the Exhibit, all fees are due net thirty (30) calendar days after the date of invoice. GitLab must receive written notice of any disputed charges from Partner within ten (10) calendar days after the invoice date or Partner will be deemed to have accepted such invoice. All invoices shall be expressed and paid in US Dollars. Partner shall pay interest on all amounts not paid when due at a rate of one and one-half percent (1.5%) per month or partial month, or the highest rate allowed by law (whichever is less) compounded, during which time any sums were owed and unpaid. If Partner fails to make payments when due, then in addition to its other rights and remedies, GitLab will have the right to suspend or terminate this Agreement and to recover its reasonable costs and expenses, including reasonable attorneys' fees, expended in collection of such payments.

3.23.2. All fees are exclusive of, and Partner is responsible for paying, any tax, VAT, right, tariff, fee, duty, levy or similar governmental charge that may be assessed by any jurisdiction, whether based on the delivery, possession or use of the Products and Services, the execution or performance of this Agreement or otherwise, and including without limitation all sales, use, excise, import or export, value-added, governmental permit fees, license fees, registration fees, and custom fees; provided, however, that Partner shall not have any liability for the income of GitLab. If, as a result of any such tax or levy, Partner is required to withhold any amount on any payment to GitLab, then the amount of the payment will be automatically increased to totally offset such tax or levy, so that the amount actually remitted to GitLab, net of all taxes or levy, equals the amount invoiced. If applicable, Partner shall provide GitLab with the proper legal certificate of the withheld taxes, as well as the proof of its payment to the correspondent authorities. Partner will pay all other taxes, rights, tariffs, fees, duties, levies or similar government charges.

44. Term, Termination and Effect of Termination

4.14.1. This Agreement shall commence on the Effective Date and remain in effect for a period of one (1) year ("Initial Term"). Upon the conclusion of the Initial Term, this Agreement will automatically renew for consecutive periods of one (1) year ("Renewal Term(s)") unless either Party notifies the other in writing of its desire that this Agreement not renew at least thirty (30) days' prior to the end of the then-current term. The Initial Term along with any Renewal Terms is referred to herein as the "Term."

4.24.2. Either Party may terminate this Agreement or any Partnership for convenience upon the delivery of sixty (60) days' prior written notice of such termination to the other Party. Notwithstanding the foregoing, termination of this Agreement in accordance with this Section 4.2 shall not impact any Products and Services currently deployed and/or sold by Partner, pursuant to an executed Order Form. Such Products and Services shall continue to be governed by the terms of this Agreement and the applicable Order Form until the end of the current term at which point the Products and Services provided will terminate in accordance with this Agreement. In the event of termination of this Agreement, Partner shall use commercially reasonable efforts to ensure a positive transfer of the End User relationship to GitLab, including, but not limited to, providing GitLab with reasonable assistance and information related to the End User.

4.34.3. Either Party may terminate this Agreement or any Partnership immediately upon written notice to the other Party due to a material breach by such Party which has remained uncured for a period of thirty (30) days from the date of delivery of written notice. GitLab may terminate this Agreement or any Partnership immediately due to a breach by Partner of Sections 5 (CONFIDENTIALITY), 7 (INTELLECTUAL PROPERTY RIGHTS), 8 (RESTRICTIONS), and/or 10 (INDEMNIFICATION).

4.44.4. Termination of this Agreement, in accordance with this Section 4, shall terminate all Partnerships hereunder. The termination of one Partnership hereunder will not in and of itself impact any other Partnership in existence at the time of such termination. In the event of any termination of one or more of the Partnerships, all licenses granted by each Party to the other Party relating to such Partnership(s) shall immediately terminate, and Partner shall immediately destroy or return to GitLab all material belonging to GitLab, its Affiliates or its licensors, including without limitation all copies of GitLab's Confidential Information related to such Partnership, and shall promptly certify to GitLab in writing that Partner has done so. Sections 3 (Fees), 5 (Confidentiality), 8 (Restrictions), 10 (Indemnification), 11 (Limitation of Liability) and 14 (Miscellaneous) shall survive the termination or expiration of this Agreement.

4.54.5. Unless otherwise set forth within this Agreement, neither Party will be liable to the other for damages of any kind, including special, indirect, incidental, consequential or punitive damages, on account of the termination of this Agreement or any Exhibit/Partnership as permitted herein. Each party waives any right it may have to receive any compensation or reparations on termination of this Agreement other than as expressly provided in this Agreement. Neither Party will be liable to the other on account of termination of this Agreement or an Exhibit/Partnership for reimbursement or damages for the loss of goodwill, prospective profits or anticipated income, or on account of any expenditures, investments, leases or commitments made by either Party or for any other reason whatsoever based upon or arising out of such termination.

55. Confidentiality

5.15.1. Confidential Information shall not include any information that: (a) is, or becomes, generally available to the public through no fault of, or breach of, this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the Receiving Party without reliance on, or use of, the Disclosing Party's Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party not under a duty of confidentiality and without restriction on use or disclosure.

5.25.2. Neither Party shall disclose Confidential Information of the other Party to anyone or use Confidential Information of the other Party for any purpose except as necessary to exercise their rights or obligations under this Agreement as set forth herein ("Permitted Purposes"). Each Party shall use at least the same degree of care (but no less than reasonable care) to prevent the unauthorized use, dissemination, and copying of the other Party's Confidential Information as it uses to protect its own confidential information of a like nature. Each Party shall limit the disclosure of such Confidential Information to those of its employees, consultants, Affiliates, advisors and contractors ("Representatives") with a need to know such Confidential Information solely for the Permitted Purposes, and all such Representatives must be subject to confidentiality obligations no less restrictive as those set forth herein. Each Party shall be responsible for any breach of this Section 5.2 by its Representatives.

5.35.3. The obligations of confidentiality under this Section 5 shall expire three (3) years after that Confidential Information is disclosed hereunder. Receiving Party shall promptly return or destroy (or in the case of electronic data, use commercially reasonable efforts to delete or render inaccessible) Confidential Information disclosed upon the Disclosing Party's written request and certify in writing to the Disclosing Party of the same.

5.45.4. This Agreement shall not be construed to prevent the Receiving Party from disclosing the Confidential Information to a court or governmental body pursuant to a valid court order, law, subpoena or regulation, provided that the Receiving Party: (a) gives reasonable notice (or such shorter period as is the maximum notice permitted under applicable law) before making the disclosure, unless prohibited by law; (b) provides reasonable assistance to the Disclosing Party in any lawful efforts by the Disclosing Party to resist or limit the disclosure of such Confidential Information at the Disclosing Party's cost; and (c) discloses only that portion of the Confidential Information which is legally required to be disclosed.

5.55.5. All Confidential Information disclosed under this Agreement will remain the property of the Disclosing Party. No license or right under any intellectual property right is granted under this Agreement or by any disclosure of Confidential Information except as expressly stated in this Agreement.

66. Joint Marketing

6.16.1. The Parties agree to make commercially reasonable efforts to engage in joint marketing activities.

6.26.2. Subject to the provisions of the Partner Program, each Party grants to the other a revocable, nonexclusive, non-transferable, royalty-free right to display such Party's respective Trademarks for the sole purpose of identifying the other as a partner, subject to the terms of this Agreement and such Party's standard trademark usage guidelines. In addition, Partner and GitLab agree that the Parties execution of this Agreement shall constitute Partner's written consent to GitLab's use of Partner's Trademarks in marketing and promotional materials, including earnings releases and calls, subject to Partner's brand and trademark usage guidelines as provided to GitLab in writing from time to time. Except as otherwise set forth in this Section 6.2, the use of all Trademarks will be subject to the approval of the other Party, which approval will not be unreasonably withheld or delayed. Partner shall supply requests to use GitLab Trademarks via the GitLab Partner Program. Neither Party shall acquire any rights of ownership to any copyrights, patents, trade secrets, Trademarks or other intellectual property of the other Party. If a Party has any concerns with respect to the other Party's use of its Trademarks, it shall notify the other Party and, if requested, the other Party shall promptly make any requested changes or cease all use of such Trademarks. Upon termination of this Agreement, each Party will cease use of the Trademarks of the other Party.

6.36.3. Subject to the provisions of the Partner Program, including compliance with GitLab's Brand and/or Trademark Guidelines, GitLab grants to Partner a revocable, nonexclusive, non-transferable, royalty-free right to use marketing materials expressly provided by GitLab to Partner (including such materials provided to Partner via the Partner Portal ("Marketing Materials") solely for the purposes of the marketing and sale of the Products and Services in accordance with the terms of this Agreement. Partner shall not acquire any rights of ownership to any copyrights, patents, trade secrets, trademarks or other intellectual property of the GitLab in respect of the Marketing Materials. If GitLab has any concerns with respect to Partner's use of the Marketing Materials, GitLab shall notify Partner and if requested, Partner shall promptly make any requested changes or cease use of the Marketing Materials. On termination of this Agreement, Partner shall promptly cease use of the Marketing Materials.

6.46.4. Neither Party shall engage in any deceptive, misleading, illegal or unethical practices, including but not limited to the use of the other Party's Trademarks that may be detrimental to the other (or such other Party's services).

77. Intellectual Property Rights

7.17.1. The Parties acknowledge and agree that, as between the Parties, GitLab exclusively owns all right, title and interest in and to the Products and Services (including without limitation any code or deliverables provided as part of the Products and Services or otherwise), trade name, Trademarks, service marks, logos, advertising slogans, icons, copyrights, patents, technologies, trade secrets, know how, intellectual property, information and system data (whether pre-existing, or created after the Effective Date), including any modifications, enhancements and derivatives thereof (including, but not limited to, metrics, data and information generated by such Products and Services) and related Software thereof. Partner does not acquire any rights, express or implied to any Products and Services, except as expressly granted herein and within the Exhibit(s). Partner acknowledges and agrees that its rights in and to GitLab's technology and the Products and Services are limited to the license rights set forth in this Section 7.1 and the applicable Exhibit(s). Partner will not claim ownership or proprietary rights in GitLab's technology or the Products and Services. Partner shall not take any action that jeopardizes GitLab or its Affiliates' and/or licensors' proprietary rights or acquire any right in the Products and Services or Confidential Information of GitLab, except the limited rights specified in this Agreement or the Exhibits. GitLab and its Affiliates (as applicable) will own all rights in any copy, translation, modification, adaptation, or derivation of the Products and Services or other GitLab Confidential Information, including any improvement or development thereof. Any rights not expressly granted herein are hereby reserved by GitLab. At GitLab's request, Partner shall execute and deliver to GitLab any instrument that may be appropriate to assign these rights to GitLab or its Affiliates or perfect these rights in GitLab or its Affiliates names.

88. Restrictions

8.18.1. Partner shall not, and shall not permit, engage, or assist others to:

8.1.18.1.1. Use the Products and Services for any purposes other than those expressly set forth in this Agreement and the Exhibits;

8.1.28.1.2. Modify the Products and Services except as may be expressly set forth in the Exhibits;

8.1.38.1.3. Use, distribute, copy, duplicate, or otherwise reproduce all or any part of the Products and Services other than as permitted, and in strict accordance with, the terms of this Agreement and the Exhibits; and/or

8.1.48.1.4. Use any GitLab Confidential Information or GitLab intellectual property to create, distribute, sell, license, market or promote any Partner technology or service or any third-party technology without the prior written approval from GitLab.

8.28.2. Partner represents, warrants and covenants that it shall not, nor will it permit others to, take any action that is intended, or would reasonably be expected, to harm GitLab or its reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to GitLab.

8.38.3. Partner shall keep proper, accurate, and up to date records and data relating to the performance of its obligations under the Agreement, and all payments made and received by Partner in connection with this Agreement. Partner shall retain such records from the Effective Date until at least four (4) years after the termination of the Agreement.

8.48.4. Partner shall permit GitLab and its third party representatives (provided such representatives are subject to written confidentiality obligations in respect of any information obtained), on reasonable notice during normal business hours, to: (i) access and receive copies of Partner's records, books of account and any other information held by or on behalf of Partner that are solely related to Partner's obligations under this Agreement; and (ii) meet with Partner's personnel in order to audit Partner's compliance with its obligations under this Agreement. Such audit rights shall continue for four (4) years after termination of this Agreement. Partner shall give all necessary assistance to the conduct of any such audits.

8.58.5. If upon examination of the records, GitLab reasonably determines that any monies are due from Partner to GitLab pursuant to the Agreement, Partner shall promptly pay such sums to GitLab together with any accrued interest thereon.

99. Warranties

9.19.1. Each Party represents and warrants to the other that: (i) it has the right to enter into this Agreement and the Exhibits and perform its obligations in the manner contemplated by this Agreement and the Exhibits and (ii) this Agreement and the Exhibits do not and shall not conflict with any other agreement entered into by it.

9.29.2. EXCEPT FOR THE FOREGOING WARRANTIES AND ANY WARRANTIES CONTAINED IN THIS AGREEMENT AND THE EXHIBITS, IF ANY, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, CONCERNING OR RELATED TO THIS AGREEMENT AND THE EXHIBITS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND WHETHER OR NOT ARISING THROUGH A COURSE OF DEALING.

1010. Indemnification

10.110.1. Partner will indemnify, hold harmless and defend GitLab and its Affiliates from and against any claim, loss, cost, liability or damage, including reasonable attorneys' fees, for which GitLab becomes liable arising from or relating to: (a) Partner's actions or activities under this Agreement which infringes or violates a third parties intellectual property rights, (b) any breach by Partner of applicable laws rules and regulations, or (c) the issuance by Partner of any warranty or representation to an End User regarding GitLab Products and Services not specified in this Agreement.

10.210.2. GitLab will indemnify, hold harmless and defend Partner and its Affiliates from and against any third party claim, loss, cost, liability or damage, including reasonable attorneys' fees, for which Partner becomes liable arising from or relating to GitLab's infringement of a third party's U.S. patent or copyright by the GitLab Software. The foregoing obligations do not apply with respect to portions or components of the GitLab Software: (i) not created by GitLab, (ii) that are modified by Partner, End User, or any third party, or at Partner's or End User's direction, after delivery by GitLab, (iii) combined with other products, processes or materials where the alleged infringement relates to such combination, (iv) where Partner and/or End User continues the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where Partner's or End User's use of the Software is not strictly in accordance with this Agreement and all related documentation.

10.310.3. The indemnified Party shall notify the indemnifying Party in writing promptly upon learning of any claim or suit for which indemnification may be sought; provided that failure to do so shall not affect the indemnity except to the extent the indemnifying Party is prejudiced thereby. The indemnifying Party shall have control of the defense or settlement, provided that no settlement that: (i) does not provide for the full release of indemnified Party (and its respective successors and permitted assigns), or (ii) requires indemnified Party to take or refrain from taking any action, shall be entered into without indemnified Party's prior written approval. The indemnified Party shall have the right to participate in such defense or settlement with counsel of its own selection and at its sole expense. Notwithstanding the foregoing, if legal counsel for the indemnified Party notifies the indemnifying Party that (i) there are or may be legal defenses available to the indemnified Party which are different from or additional to those available to the indemnifying Party, and (ii) if the Parties were to be represented by the same counsel, it would constitute a conflict of interest for such counsel and/or prejudice the prosecution of the defenses available to the indemnified Party, then the reasonable costs of the indemnified Party's independent legal counsel shall be at the indemnifying Party's expense. The indemnified Party shall reasonably cooperate with the defense, at the indemnifying Party's expense.

1111. Limitation of Liability

11.111.1. To the maximum extent permitted by applicable law, neither Party will be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for: (i) loss of profits, goodwill, use, data or other intangible losses (even if the Party has been advised of the possibility of such damages), including any such damages resulting from the use or the inability to use the Products and Services; (ii) the cost of procurement of substitute goods and services resulting from any failure of goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Products and Services; (iii) unauthorized access to or alteration of transmissions or data; (iv) statements or conduct of any third party on the Products and Services; (v) termination or suspension of an account; or (vi) any other matter relating to the Products and Services.

11.211.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, EXHIBITS, PRODUCTS OR SERVICES OR RELATED DOCUMENTATION, INFORMATION OR MATERIALS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) SHALL BE SET FORTH IN THE EXHIBIT.

1212. Compliance with Laws

12.112.1. The Parties shall comply with applicable laws, regulations and other legal requirements as may be applicable to each Party, including, without limitation, tax, import or export restrictions, data privacy and security, foreign exchange and consumer protection legislation. Partner will promptly notify GitLab of any change that Partner knows or should reasonably be aware of in these laws, regulations or other legal requirements that may affect Partner's performance under this Agreement or the Exhibits. Partner agrees that it will not access, download, use or export the Products and Services into any country, or license, market or promote the Products and Services in any manner prohibited by the United States Export Administration Act or any other import or export laws, restrictions, or regulations (collectively the "Export Laws") or target any current or prospective End User in any territory restricted by such Export Laws. In addition, the Products and Services may constitute as export controlled items under the Export Laws, therefore, Partner represents and warrants that it is not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Syria, Sudan, Cuba, and North Korea) and that Partner is not otherwise prohibited under the Export Laws from partnering with GitLab hereunder. Partner will at all times conduct itself according to the highest standard of business ethics. Partner will not offer or provide money or anything else of value to any agent or representative of any government or government agency in order to obtain or retain business, as prohibited under any and all anti-corruption law, rule or regulation, including, but not limited to the Foreign Corrupt Practices Act of 1977 as amended. No payments between Partner and its End Users will be made in cash or via third parties (excluding Partner or End User's financial institutions). All such payments will be made directly by check or wire transfer. Partner represents and warrants that none of its principals or staff are agents or representatives of governments (as defined or identified by local law, regulation or custom) or government agencies in the Territory or Territories identified on the Cover Page. Partner will provide true, accurate, and complete information in all product orders, reimbursement requests, and other communications relating thereto.

1313. Governing Law

13.113.1. This Agreement and any disputes arising out of or related to this Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. With respect to all disputes arising out of or related to this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in San Francisco (if state court) or the Northern District of California (if federal court). Either Party may seek injunctive or other emergency relief in any competent court.

13.213.2. Each Party understands and agrees that, notwithstanding any other provision of this Agreement or Exhibits, any breach of Sections 5 (CONFIDENTIALITY) or 7 (INTELLECTUAL PROPERTY RIGHTS) of this Agreement by a Party may cause the other Party irreparable damage for which recovery of money damages may be inadequate, and that the non-breaching Party shall therefore be entitled to seek injunctive relief to protect its rights under this Agreement or Exhibit(s) in addition to any and all remedies available at law.

1414. Miscellaneous

14.114.1. Partner represents and warrants that Partner has obtained the necessary consent from any Referral Client or End User prior to providing to GitLab the name, contact information, End User Data, or any other data that identifies an individual. Partner represents and warrants that Partner uses adequate privacy and security measures and handles data, including but not limited to personal data, in compliance with all applicable privacy laws and regulations.

14.214.2. Neither Party will be responsible for any failure to perform or delay in performing any of its obligations under this Agreement to the extent such failure or delay results directly or indirectly from an event beyond such Party's reasonable control.

14.314.3. Except as otherwise specified in this Agreement, the Parties are independent contractors and neither this Agreement nor any of the Exhibits shall create an association, partnership, joint venture, or relationship of principal and agent, or employer and employee, between the Parties. Neither Party will have the right, power or authority (whether expressed or implied) to enter into, incur or assume any duty or obligation on behalf of the other Party. Partner personnel are not, nor shall at any time be deemed to be, personnel, employees, agents and/or contractors of GitLab. Partner shall indemnify, defend and hold GitLab and its Affiliates harmless from any claims related to Partner's violation of this Section 14.3. Neither Party will be, or purport to be, authorized to legally represent the other Party or to conduct negotiations on behalf of the other Party. Except as specified in this Agreement, neither Party will be liable for any acts, omissions, contracts, commitments, promises or representations made by the other Party.

14.414.4. This Agreement and the applicable Exhibits contain the entire agreement of the Parties, and supersedes any and all previous agreements with respect to the subject matter hereof, whether oral or written.

14.514.5. If a conflict occurs between this Agreement, any Exhibit(s) and/or Order Form(s), unless otherwise specifically stated in the Exhibit(s) or Order Form(s), the order of precedence shall be: (i) Order Form, (ii) the Exhibit(s) and (iii) this Agreement.

14.614.6. No term or provision hereof shall be deemed waived and no breach consented to or excused, unless such waiver, consent or excuse shall be in writing and signed by the Party claimed to have waived or consented. Should either Party consent, waive or excuse a breach by the other Party, such shall not constitute a consent to, waiver of, or excuse of any other different or subsequent breach whether or not of the same kind as the original breach.

14.714.7. Neither this Agreement nor any rights or obligations hereunder may be assigned or subcontracted by Partner, whether by operation of law (including by way of sale of assets, merger, consolidation, or otherwise) or voluntarily, without the prior written consent of GitLab, such consent not to be unreasonably withheld. Any such assignment or subcontracted arrangement in violation of the foregoing shall be null and void. GitLab may assign this Agreement at its sole discretion, upon written notice to Partner. This Agreement binds, and inures to the benefit of, the Parties and their respective successors and permitted assigns.

14.814.8. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience and are not intended to explain, modify, or place any construction or limitation upon any of the provisions of this Agreement.

14.914.9. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and the unenforceable provision shall be interpreted so as to render it enforceable while approximating the Parties' intent as closely as possible.

14.1014.10. All notices and consents required or permitted to be given under this Agreement shall be in writing to the Parties at the addresses designated herein or to such other address as either Party may designate to the other by written notice and shall be effective upon receipt. Written notice shall be made in the form of a certified letter, confirmed facsimile transmission, or acknowledged receipt of electronic mail. In the case of notices provided to GitLab, a copy is required to be sent via email to legal@gitlab.com.

14.1114.11. Nothing in this Agreement is intended to, nor shall, create any third-party beneficiaries, whether intended or incidental, and neither party shall make any representations to the contrary.

14.1214.12. This Agreement has been negotiated by the Parties in consultation with their respective counsel and will be fairly interpreted in accordance with its terms and provisions without any strict construction in favor of, or against, either Party. This Agreement is in the English language only, which language shall be the governing language and controlling in all respects, and all versions hereof in any other language shall be for the sake of convenience only and shall not be binding upon the Parties.

14.1314.13. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same Agreement. The counterparts of this Agreement and all ancillary documents may be executed and delivered by facsimile or other electronic signature by one Party to the other Party and the receiving Party may rely on the receipt of such document so executed and delivered by facsimile or other electronic means as if the original had been received.

·REFERRAL PARTNERSHIP EXHIBIT

·Pursuant to the terms of the Agreement, this Referral Partnership Exhibit ("Referral Exhibit") describes the terms and conditions under which Partner will provide Referral(s) (as defined below) to GitLab for Products and Services.

11. Definitions

·Unless otherwise specifically set forth herein, capitalized terms used in this Referral Exhibit shall have the meaning defined within the Agreement.

1.11.1. Client Referral Form - Means the form made available by GitLab to Partner within the Partner Portal which shall be used by Partner for submitting Referrals to GitLab.

1.21.2. Customer - Means an existing customer of Products and Services, or, a known potential customer to GitLab as evidenced by inclusion in GitLab's internal customer relationship management system or such other tools as may be used by GitLab to track such information.

1.31.3. Gross Sale - Means the annual fees paid by a Referral Client to GitLab for the Products and Services as agreed to in an executed Order Form, or other transaction document, between Referral Client and GitLab. If Partner is paid a Referral Fee, it will not be eligible for any other payments, discounts, or other fees pursuant to any other Exhibit for the same sales transaction related to the Products and Services.

1.41.4. Partner Program Resources - Means the materials provided by GitLab as part of the Partner Program for Partner to use in marketing, reselling, or introducing Referral Clients to GitLab for such Referral Client's purchase of Products and Services, including but not limited to, any provided access keys, developer credentials, evaluation instances, or other materials provided by GitLab to Partner.

1.51.5. Referral - Means a notification made by a Partner to GitLab, as provided in accordance with the Partner Program, of its desire to introduce a Referral Client to GitLab for such Referral Client's purchase of Products and Services.

1.61.6. Referral Client - Means an End User that a Partner has introduced or wishes to introduce to GitLab.

1.71.7. Referral Fee - Means the amount GitLab will pay Partner upon Approval (defined below) of a Referral. Applicable Referral Fees are set forth in the Referral Payment Table located within the Partner Program.

22. Referrals

2.12.1. If Partner wishes to submit a Referral to GitLab, Partner shall do so by completing and submitting a Client Referral Form. If GitLab desires an introduction to a Referral Client, GitLab will respond to the Client Referral Form and provide written confirmation that it wishes to be introduced to such Referral Client ("Approval"). GitLab will use commercially reasonable efforts to provide Partner notice of its Approval or rejection. GitLab may approve or reject a Referral Client submitted by Partner for any reason, as determined by GitLab in its sole discretion. Rejection of a Referral Client may be caused by, but not limited to: (i) the Referral Client already being a Customer, or (ii) an entity that GitLab does not wish to be associated for any reason, including but not limited to, entities located in proscribed countries or which may represent a potential export, trade or legal risk to GitLab.

2.22.2. Upon receipt of an Approval, Partner will facilitate an introduction to the applicable Referral Client ("Introduction") to explore a sale by GitLab of Products and Services. For the avoidance of doubt, failure to send an Approval or rejection notice to Partner shall in no way be construed by Partner as Approval to facilitate an introduction or otherwise proceed under the assumption that any Referral Fee will be owed to Partner. Furthermore, Partner understands and agrees that GitLab: (a) responds to Client Referral Forms in the order in which they are received; and (b) will never pay more than one (1) Referral Fee for a single transaction related to Products and Services.

33. Referral Compensation

3.13.1. If a Referral Client purchases Products and Services after an Approval, GitLab will pay Partner the applicable Referral Fee as set forth in the Partner Program. The Referral Fee may be based upon a series of criteria, including but not limited to: (i) Partner status (e.g., Open or Select), (ii) the Products and Services sold to the Referral Client, and the Gross Sale value of the Products and Services, as determined by GitLab in its reasonable discretion.

44. Invoicing

4.14.1. Referral Fees are payable upon the later of (i) net forty-five (45) days following the conclusion of each GitLab fiscal quarter or (ii) ten (10) days following GitLab's receipt of payment from the Referral Client. GitLab will provide a summary detailing the Referral Fees owed and paid by GitLab with all payments made to Partner under this Referral Exhibit. For purposes of this Section 4.1, the end of each of GitLab's fiscal quarters are currently April 30, July 31, October 31 and January 31 of each calendar year and may be updated by GitLab in its sole discretion.

4.24.2. In the event that a Referral Fee is due, GitLab will issue payment of such fee based on the Partner banking information provided to GitLab by Partner as part of the Partner registration process. Partner is solely responsible for ensuring the banking information provided to GitLab as part of the Partner registration process is complete, accurate and up to date and hereby releases GitLab from any liability related to such Referral Fees being issued by GitLab based on the banking information provided by Partner to GitLab.

55. Restriction

5.15.1. Partner shall conduct all of its business in its own name, in the Territory agreed to between the Parties, and in accordance with the highest business standards. Partner will not, and shall not permit others to, make any agreements, promises, covenants, representations, warranties or guarantees concerning GitLab or its Product and Services.

5.25.2. Partner may only provide materials and information regarding GitLab or its Product and Services to a Referral Client upon GitLab's prior written approval, or as stated in the Partner Program Resources. Partner shall not describe the Products and Services functionality to the general public, a Referral Client or to its End Users in a way that implies or states that the GitLab Products and Services are owned or have been developed by Partner.

66. Limitation of Liability

6.16.1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF GITLAB FOR ANY DAMAGES ARISING FROM OR RELATING TO THE OBLIGATIONS UNDER THIS REFERRAL EXHIBIT AND THE APPLICABLE TERMS OF THE AGREEMENT, INCLUDING THE PRODUCTS AND SERVICES OR RELATED DOCUMENTATION, INFORMATION OR MATERIALS PROVIDED HEREUNDER (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (I) ONE THOUSAND UNITED STATES DOLLARS (USD$1,000) OR (II) THE REFERRAL FEES PAID OR PAYABLE TO PARTNER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT CREATING LIABILITY.

·RESELLER PARTNERSHIP EXHIBIT

·Pursuant to the terms of the Agreement, this Reseller Partnership Exhibit ("Reseller Exhibit") describes the terms and conditions under which Partner will Resell (as defined herein) Products and Services.

11. Definitions

·Unless otherwise specifically set forth herein, capitalized terms used in this Reseller Exhibit shall have the meaning defined within the Agreement.

1.11.1. Authorized Distributor - Means an entity with a binding agreement with GitLab under which it is authorized to distribute Products and Services to Authorized Resellers directly or through an Authorized Marketplace, within the Authorized Distributor's Territory. For the avoidance of doubt, without GitLab's prior written consent, Authorized Distributors are not entitled to promote, sell, and/or distribute the Products and Services on any unauthorized marketplaces or any third-party service.

1.21.2. Authorized Marketplace - Means an electronic marketplace operated by an Authorized Distributor or other GitLab partner under which it is authorized to distribute Products and Services to Authorized Resellers through such electronic marketplace as set forth in a written agreement between GitLab and such Authorized Distributor and/or GitLab partner.

1.31.3. Authorized Reseller - Means an entity with a binding agreement with GitLab under which it is authorized to Resell Products and Services to End Users, within the Authorized Reseller's Territory. For the avoidance of doubt, Authorized Resellers do not have the right to Resell Products and Services to, (i) other Authorized Resellers or third parties other than an End User, and/or (ii) on any unauthorized marketplace or any third-party service.

1.41.4. GitLab Customer - Means an existing customer of GitLab's Products and Services, or a known potential customer of GitLab, as evidenced by inclusion in GitLab's internal customer relationship management system or such other tools as may be used by GitLab to track such information.

1.51.5. Partner Program Resources - Means the materials provided by GitLab as part of the Partner Program for Partner to use in marketing, reselling, or providing referral(s) to GitLab for the purchase of Products and Services, including but not limited to, any provided access keys, developer credentials, evaluation instances, or other materials provided by GitLab to Partner.

1.61.6. Partner Sourced - Means an opportunity for the sale of Products and Services to: (a) net-new GitLab End User, or (b) a net-new opportunity for a GitLab Customer, that Partner submits via deal registration in the Partner Portal.

1.71.7. Partner Co-Sell Opportunity - Means an opportunity previously identified by GitLab for the sale of Products and Services to a GitLab Customer, in which the Partner plays an active role in the engagement, demonstration, fulfillment, and/or sale of Products and Services. A Partner Co-Sell Opportunity shall not include a Partner Sourced Opportunity, and shall be determined at the sole discretion of GitLab.

1.81.8. Resale, Resell or Resold - Means Authorized Reseller's purchase and resale of Products and Services to End Users.

1.91.9. Resell Opportunity - Means a potential Resale of Products and Services to an End User by an Authorized Reseller.

1.101.10. Subscription Renewal(s) - Means an opportunity for the Resale of Software which is for: (i) an existing End User, and (ii) for the same quantity and type of Software that such existing End User has previously purchased. For the avoidance of doubt, additional Software sold at the time of a Subscription Renewal ("Upsell") shall be treated as a net-new opportunity, pursuant to the Resale Discount Table as publish on the Partner Portal or otherwise provided to Partner, as updated from time to time by GitLab in its sole discretion.

22. Rights & Obligations

2.12.1. In accordance with the Agreement, this Reseller Exhibit and the Partner Program, GitLab appoints Partner as a non-exclusive partner to Resell the Products and Services for the applicable Territory. Subject to the requirements set forth in the Partner Program, Partner may Resell the Products and Services on select Authorized Marketplaces, provided that Partner remains in full compliance with such requirements at all times. For the avoidance of doubt, such Authorized Marketplaces will be identified in the Partner Program and determined by GitLab in its sole discretion.

2.22.2. Partner shall not make any representations, warranties, guarantees or other commitments with respect to the specifications, features or capabilities of the Products and Services other than, or which are consistent with those contained in the documentation supplied by GitLab or the Terms and Conditions.

2.32.3. GitLab shall have no obligations with respect to any terms or conditions agreed to between Partner and any third party, including but not limited to: (a) Authorized Distributors, and (b) End Users. Any such terms and conditions are solely between Partner and such other third party.

2.42.4. Partner shall require each End User to sign or otherwise assent (in a manner acceptable to GitLab) to the Terms and Conditions for the applicable Products and Services. Partner shall not amend or grant any waiver under the Terms and Conditions.

2.52.5. If Partner becomes aware of any violation of the Terms and Conditions, Partner will notify GitLab immediately and will reasonably assist GitLab in its efforts to enforce the applicable Terms and Conditions.

2.62.6. During the Term, Partner shall:

2.6.12.6.1. Use its best endeavors to advertise and promote the Resale of the Products and Services throughout the Territory;

2.6.22.6.2. At all times conduct its business in a manner that will reflect favorably on the Products and Services and on the good name and reputation of GitLab;

2.6.32.6.3. Not by itself, or with others, participate in any illegal, deceptive, misleading or unethical practices including, but not limited to, disparagement of the Products and Services or GitLab or other practices which may be detrimental to the Products and Services, GitLab or the public interest;

2.6.42.6.4. Not actively market the Products and Services outside the Territory without the prior written consent of GitLab;

2.6.52.6.5. Supply to GitLab such reports, returns and other information relating to orders and projected orders for the Products and Services as GitLab may reasonably request from time to time;

2.6.62.6.6. Use GitLab's trademarks and trade names relating to the Products and Services only in the registered or agreed style in connection with the Resale of the Products and Services as set forth in the Partner Program and shall not use such trademarks or trade names in connection with any other products or services or as part of the corporate or any trade name of Partner;

2.6.72.6.7. Not alter, obscure, remove, interfere with or add to any of the trademarks, trade names, markings or notices affixed to or contained in the Products and Services; and

2.6.82.6.8. Comply with all of the guidelines and conditions of the Partner Program.

2.72.7. GitLab shall:

2.7.12.7.1. Provide Partner with marketing and technical assistance reasonably necessary to enable Partner to Resell Products and Services; and

2.7.22.7.2. Provide Partner with the information and assistance set forth in the Partner Program, to enable Partner to perform its obligation under the Agreement and this Reseller Exhibit.

33. Resell Process & Procedure

3.13.1. Partner may notify GitLab through a submission on the Partner Portal of the Resell Opportunity within the Territory ("Deal Registration Form"). GitLab will respond to the Deal Registration Form and provide written confirmation that it wishes to authorize the Resale of Products and Services (at its sole discretion) ("Approval"). GitLab will use commercially reasonable efforts to provide rejection or Approval. In the event of Approval, GitLab shall provide information regarding whether the opportunity will be treated as a Partner Sourced Opportunity or Partner Co-Sell Opportunity. Rejection of a Resell Opportunity may be caused by, but not limited to: (i) the Resell Opportunity already being actively pursued by GitLab, (ii) an End User that GitLab does not wish to be associated, including but not limited to, entities located in proscribed countries or which may represent a potential export, trade or legal risk to GitLab; or (iii) written Approval is not communicated by GitLab.

3.23.2. Upon receipt of an Approval, GitLab will enter into either: (i) an Order Form with an Authorized Distributor for the applicable Products and Services to be provided to Partner, or (ii) an Order Form with Partner for the applicable Products and Services if being purchased directly from GitLab. The Order Form between GitLab and Partner will include reference to: (i) the Agreement and Reseller Exhibit, (ii) the name and address of the End User, (iii) the Products and Services to be Resold by Partner including: (a) quantity, (b) price, and (c) term of the Products and Services. In addition, the Order Form will state any other specific terms and conditions to be entered into between the Parties. Any terms stated by Partner in a purchase order (or similar document) provided by Partner in connection with the Resale of any Products and Services shall be null and void, and are expressly rejected by the Parties.

3.33.3. Once an Order Form has been entered into, GitLab will issue the applicable Products and Services, including applicable software license key, to the End User.

3.43.4. Partner shall maintain reasonable records to substantiate and verify compliance with this Section 3, as well as the obligations set forth in Section 2.4.

44. Pricing and Payment

4.14.1. Subject to the terms of this Agreement and an Order Form entered into between the Parties, Partner will pay GitLab for each order of the Products and Services. For the avoidance of doubt, Partner shall at all times be in control of the pricing of Products and Services to its End Users.

4.24.2. Upon the execution of the Order Form between GitLab and Partner, all fees outlined in an Order Form shall be considered due and payable. Partner shall be responsible for obtaining any necessary import licenses, certificates of origin or other requisite document and paying all applicable customs, duties and taxes (both present and future) in respect of the Products and Services. All payment under this Agreement, Reseller Exhibit, and Order Form shall be paid free and clear of all deductions or withholdings whatsoever.

4.34.3. Notwithstanding anything to the contrary in the Agreement or this Reseller Exhibit, the terms of Section 4.1 and 4.2 shall only apply to Products and Services purchased directly from GitLab. The Parties acknowledge and agree that all terms and conditions related to Partner's purchase of Products and Services through an Authorized Distributor related to fees, taxes and payments and disputes related thereto, shall be solely between Partner and Authorized Distributor pursuant to the agreement or other terms and conditions between Partner and such Authorized Distributor.

4.44.4. Pursuant to the "Resale Discount Table", as set forth within the Partner Program, the amount of discount Partner is to receive may be based upon a series of criteria, including but not limited to: (i) whether, or not, the Resell Opportunity was either: (a) Partner Sourced Opportunity, (b) Co-Sell Opportunity; (ii) Partner's status (e.g., Open or Select); (iii) Gross Sale (as defined herein); and (iv) the Products and Services sold to the End User. "Gross Sale" shall mean the annual fees paid by an Authorized Reseller, or Authorized Distributor, to GitLab for the Products and Services as agreed to in an executed Order Form.

55. Rebate Compensation

5.15.1. In addition to up-front product discounts, GitLab may offer partners additional incentives paid as end of quarter rebates ("Rebates"), as determined by GitLab in its sole discretion. These Rebates, including terms related to eligibility, applicability, payment and the amount of such Rebates, will be set forth in the Partner Program. The incentives may be based upon a series of criteria, including but not limited to: (i) Partner status (e.g., Open or Select), (ii) the Products and Services sold, and the Gross Sale value of the Products and Services, as determined by GitLab in its reasonable discretion. In the event that a Rebate is due, GitLab will issue payment of such Rebate based on the Partner banking information provided to GitLab by Partner as part of the Partner registration process. Partner is solely responsible for ensuring the banking information provided to GitLab as part of the Partner registration process is complete, accurate and up to date and hereby releases GitLab from any liability related to such Rebates being issued by GitLab based on the banking information provided by Partner to GitLab.

66. Limitation of Liability

6.16.1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WITH THE EXCEPTION OF PARTNER'S OBLIGATIONS UNDER, OR BREACH OF: (I) SECTION 5 (CONFIDENTIALITY), (II) SECTION 7 (INTELLECTUAL PROPERTY RIGHTS), (III) INDEMNIFICATION OBLIGATIONS (INCLUDING SECTION 10), (IV) SECTION 12 (COMPLIANCE WITH LAW), THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY DAMAGES ARISING FROM OR RELATING TO THE AGREEMENT, AND APPLICABLE PARTNERSHIP EXHIBITS (EXCLUDING THE REFERRAL PARTNERSHIP EXHIBIT), INCLUDING ANY PRODUCTS OR SERVICES OR RELATED DOCUMENTATION, INFORMATION OR MATERIALS PROVIDED HEREUNDER (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO THE GREATER OF TWO HUNDRED AND FIFTY THOUSAND UNITED STATES DOLLARS (USD$250,000), OR, THE AMOUNTS PAID OR PAYABLE TO GITLAB DIRECTLY OR THROUGH AN AUTHORIZED DISTRIBUTOR IN THE 12 MONTHS IMMEDIATELY PRECEDING THE INCIDENT CREATING LIABILITY.

·Last modified October 30, 2025: Update reseller agreement file and create legacy terms (8dfad8c8) View page source - Edit this page - please contribute.

·GitLab Subscription Agreement

·Version: GLSA_01.12.26 v8 WEB

·This Subscription Agreement ("Agreement") is between GitLab Inc. with offices at 268 Bush Street, Suite 350, San Francisco, CA 94104 (or, if a different corporate entity is listed as "GitLab" on an Order Form [as defined below], ("GitLab")), and the individual or entity signing or electronically accepting this Agreement, or any Order Form that references this Agreement ("Customer"). This Agreement is entered into on the earlier of, (a) Customer clicking "Agree" or "Yes" or similar approval to the terms of this Agreement to gain initial access to, or use of, the Software, (b) GitLab and Customer agreeing to an Order Form referencing this Agreement, or (c) Customer is given access to the Software ("Effective Date").

• ·Individual Signing on Behalf of Company. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF AN ENTERPRISE OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTERPRISE AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTERPRISE AND ITS AFFILIATES.
• ·Individual Not Authorized to Sign on Behalf of Company. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES OR SOFTWARE.
• ·Individual Signing on Behalf of Individual But Using Company Email. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING THIS AGREEMENT ON HIS OR HER OWN BEHALF BUT USING AN ENTERPRISE EMAIL ADDRESS TO DO SO, SUCH INDIVIDUAL ACKNOWLEDGES AND AGREES THAT USE OF SUCH ENTERPRISE EMAIL ADDRESS WILL ESTABLISH A GITLAB ACCOUNT THAT WILL BE ASSOCIATED WITH THE APPLICABLE ENTERPRISE, AND CAN AND WILL BE TRANSFERRED ENTIRELY (BOTH CONTROL AND DATA/INFORMATION WITHIN THE ACCOUNT) TO SUCH ENTERPRISE UPON SUCH COMPANY'S REQUEST WITHOUT NOTICE OR LIABILITY TO THE INDIVIDUAL. AS SUCH, TO ENSURE NO LOSS OF PERSONAL CONTENT, GITLAB STRONGLY RECOMMENDS ESTABLISHING A GITLAB ACCOUNT TIED TO A PERSONAL EMAIL ADDRESS.

11. DEFINITIONS

·"Acceptance" of an Order Form shall occur at the earliest of the following: (a) execution of an Order Form, (b) reference to an Order Form Quote No. within a purchase order or similar document, or (c) the use of Software.

·"Additional Terms" are separate terms and conditions governing Customer's access to and use of certain (a) features in the Software, or (b) Supplemental Services available for purchase, as set forth here: https://about.gitlab.com/terms/.

·"Add-On User(s)" are additional Users in excess of those that have been purchased under a Subscription via an executed Order Form or web-portal purchase.

·"Affiliate" means any entity(ies) controlling, controlled by, and/or under common control with a party hereto, where "control" means the legal power to direct or cause the direction of the general management of the entity or the ownership of more than 50% of the voting securities in such entity.

·"Appendix" are inclusions in this Agreement that state the terms by which Software is offered to Customer. The Appendices shall be considered part of the Agreement.

·"Authorized Partner" is a reseller or distributor that is enabled and authorized to sell Software.

·"Contractors" are defined as third parties that Customer has engaged to manage, or otherwise use the Software, solely on behalf of Customer.

·"Controlled Subject Matter" is the Software or any software or anything related thereto or any direct product thereof, collectively.

·"Customer Content" is all software, information, content and data provided by or on behalf of Customer or made available or otherwise distributed through the use of the Software.

·"Customer Records" collectively means books, records, contracts and accounts relating to the payments due to GitLab under this Agreement.

·"Customer Support" means technical support of the Software provided by GitLab.

·"Designated National" is any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders.

·"Documentation" means the GitLab specific technical specifications, guides and policies; system requirements, and application limits related to GitLab's Software and Supplemental Services as made available within the Software platform, as set out on the specific GitLab Docs Website pages (https://docs.gitlab.com/), or as otherwise referenced on the GitLab Pricing Page. Documentation does not include marketing materials or marketing content published on the Website.

·"Effective Price" means the actual price paid by Customer (List Price minus any applicable discount(s)) as set forth on an Order Form or as purchased via the Website.

·"Embargoed Countries" refers collectively to countries to which the United States maintains an embargo.

·"Enterprise" means the organization, company, corporation and/or other type of entity which procures the Software to be used on its behalf pursuant to the terms of this Agreement.

·"Fees" are those fees set forth within the Order Form, or, fees due immediately when purchasing via the webportal, subject to all applicable billing and usage details as described on the Pricing Page. All Fees are in U.S. Dollars unless otherwise set forth in an Order Form.

·"Free Software" means the free, feature-limited version of Software provided to a Customer, User, end user, partner, or any other third party including but not limited to, the lowest tier offering of Software as made available by GitLab and Software provided for evaluation purposes.

·"Individual" means a person who uses the Software on their own behalf, and not an Enterprise. An Individual must be over the age of thirteen (13) years old.

·"List Price" means the list price of the GitLab Software excluding (if applicable) any discount(s) set forth in an Order Form or as purchased via the Website.

·"Order Form" is a transactional document agreed to between the parties which states the Software and/or Supplemental Services being purchased, term of use, price, and other applicable transaction details. For the avoidance of doubt, the parties acknowledge and agree the terms and conditions stated within this Agreement and an executed Order Form shall govern with respect to all matters contemplated herein.

·"Purchase Order" is a Customer's processing document, or similar record, which is used by Customer to demonstrate internal approval and /or record of a purchase. Any terms stated within a Purchase Order shall be null and void and are expressly rejected by the parties.

·"Pricing Page" means GitLab's pricing, billing, and usage Documentation located at https://about.gitlab.com/pricing/ (or such successor URL as may be designated by GitLab), which contains: (i) service tier descriptions and capabilities; (ii) User-based and usage-based pricing rates; (iii) billing calculation methodologies; (iv) usage metrics and measurement details; (v) Software and Supplemental Service-specific billing terms; and (vi) applicable discounts and pricing adjustments.

·"Software" means software, and other branded offerings made available by GitLab or its Affiliate(s), including but not limited to, GitLab's DevOps Lifecycle Application Platform and applicable Supplemental Services and its related Documentation. Software does not include any Testing Features as defined below and as further described in Section 15.3.

·"Subscription" refers to the applicable services, support, and function(s) of the Software as provided. Subscriptions are provided in tiers / functionality as described in the Pricing Page.

·"Subscription Start Date" is, unless otherwise agreed to in writing, the start date, (i) stated on an Order Form, or, the date in which Customer is given access to the Software (whichever is later), or (ii) as indicated via a Website transaction, regardless if such purchase is direct with GitLab or via an Authorized Partner.

·"Subscription Term" shall begin on the Subscription Start Date and continue for twelve (12) months, unless the term length is otherwise agreed to in an Order Form or web-portal purchase.

·"Supplemental Services" means additional capacity, functionality, storage, professional and success services and/or other elements that Customer may procure separately for additional Fees. Supplemental Services may be purchased by Order Form, web-portal, or statement of work as applicable. Supplemental Services will be: (i) provided as a separate line item in an Order Form or web-portal purchase, and (ii) co-termed to the underlying Subscription Term if not purchased on the Subscription Start Date.

·"Testing Features" means the experiment, alpha, or beta features that are not ready for production use as further described in Section 15.3.

·"Third Party Products" means third-party software, platforms, apps, add-ons, services or products that may require access to Customer Content and other data by the third-party provider, subject to the relevant third party provider's terms of use.

·"User(s)" is defined as the unique and single Individual, employee, Contractor, or other third-party individual or machine authorized by Customer (in accordance with this Agreement) that requires the provision of a seat within the admin platform, who are able to access the Software purchased under a Subscription, regardless of whether the User actually accesses, or the frequency with which they access, the Software. A User must be over the age of thirteen (13) years old.

·"Website" means GitLab's website located at www.gitlab.com and all subdomains, and all content, services, documentation provided on the Website.

22. SCOPE OF AGREEMENT; ADDITIONAL TERMS

2.12.1 This Agreement establishes a framework that will enable GitLab to provide Customer with the Software. Software is provided as part of a Subscription, as described in the Pricing Page. Software provided as a hosted solution, or Software-as-a-Service ("SaaS Software"), shall be subject to the attached Appendix 2 entitled "Software as a Service (SaaS) Offering."

2.22.2 Additional Terms will apply to certain features or Supplemental Services that Customer accesses, uses, enables or otherwise purchases, including the provision of artificial intelligence functionality and are incorporated herein. If there is any conflict between this Agreement and Additional Terms with respect to such features or Supplemental Services, the Additional Terms will control.

33. ORDERING PROCESS

3.13.1 This Agreement applies to Software that Customer licenses directly from GitLab, a GitLab Affiliate, or from an Authorized Partner. For the avoidance of doubt, in the event Customer purchases from an Authorized Partner, GitLab shall have no obligations to Customer with respect to any terms and conditions outside of this Agreement unless otherwise agreed to in writing between Customer and GitLab.

3.23.2 Unless otherwise agreed to between Customer and GitLab in writing, the terms of this Agreement shall govern any and all use of the Software. Purchases of Software may take place by either:

·(i) purchasing via the GitLab Website;

·(ii) executing an Order Form with GitLab or an Affiliate of GitLab; or

·(iii) purchase from an Authorized Partner.

3.33.3 GitLab and Customer acknowledge and agree that Free Software may be: (i) modified and/or updated, without notice, and (ii) limited in functionality, features, maintenance, support and contain other limitations not present in Software purchased. NOTWITHSTANDING THE "WARRANTY" AND "INDEMNIFICATION" SECTIONS BELOW, FREE SOFTWARE, THIRD PARTY PRODUCTS AND SOFTWARE OFFERED ON A TRIAL BASIS (AS STATED IN AN ORDER FORM OR WEB-PORTAL PURCHASE) ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY AND GITLAB SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO SUCH FREE SOFTWARE, THIRD PARTY PRODUCTS, AND SOFTWARE OFFERED ON A TRIAL BASIS, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE GITLAB'S LIABILITY WITH RESPECT TO SUCH FREE SOFTWARE SHALL NOT EXCEED $1,000.00USD.

44. TERM AND TERMINATION; SUSPENSION

4.14.1 The Agreement commences on the Effective Date and continues until it is terminated in accordance with this Section 4.

4.24.2 A Subscription Term shall begin as of the Subscription Start Date and remain in effect for the term length as indicated on the Order Form (the "Initial Term") and automatically renew for successive twelve (12) month terms (each a "Renewal Term"), with the same (i) number of User licenses and usage-based commitments, (ii) Software tier, and (iii) subscription-based Supplemental Services purchased in the most recent Subscription Term, plus any Add-On Users activated and/or used during such Subscription Term, unless thirty (30) days prior written notice is provided prior to the expiration of the current Subscription Term of either party's intention not to renew, or Customer's intention to reduce the number of User licenses or usage-based commitments, or as otherwise downgrade the Software tier agreed to between the parties. Customer may opt out of the renewal through the Software interface or by written notice to GitLab, which may be provided at any time commencing upon the Subscription Start Date until thirty (30) days prior to the expiration of the current Subscription Term. All Subscriptions (either used or unused) expire at the end of the Subscription Term unless renewed as set forth herein.

4.34.3 Either party may terminate this Agreement and any Order Form executed between the parties if:

·(i) the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after written notice; or

·(ii) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

4.44.4 GitLab may suspend Customer's access to the Software or Supplemental Services due to a Suspension Event. As applicable, GitLab will give Customer prior notice and a reasonable opportunity to resolve or otherwise cure the issue and avoid suspension. GitLab is not required to give prior notice in exigent circumstances, or for suspension of access to avoid material harm or violation of legal or regulatory requirements. Upon resolution of a Suspension Event, GitLab will promptly restore Customer's accessto the Software or Supplemental Services as applicable. Notwithstanding the foregoing, GitLab may avail itself of any other remedy under this Agreement, including terminating this Agreement under Section 4.3. For the purposes of this Agreement, "Suspension Event" means Customer's (i) payment obligations that are thirty (30) days or more past due; (ii) breach of Section 6 (Payment of Fees), or (iii) use of the Software or Supplemental Services in breach of Section 5 (Restrictions and Responsibilities).

4.54.5 Unless otherwise stated herein, termination of this Agreement shall not affect any Subscriptions currently being delivered and this Agreement shall remain in full force and effect until the expiration of the then-current Subscription Term. In the event this Agreement is terminated by Customer in accordance with Section 4.3, GitLab will refund Customer any prepaid Fees for the prorated portion of unused Subscription Term. If this Agreement is terminated by GitLab in accordance with this Section 4.3, Customer will pay (if applicable) any unpaid Fees covering the remainder of the Subscription Term of all Order Forms, to the extent permitted by applicable law. For the avoidance of doubt, in no event will termination relieve Customer of its obligation to pay any Fees payable to GitLab for the period prior to the effective date of termination. The terms and conditions of this Agreement will apply to any Renewal Term(s) provided that, unless otherwise set forth in an Order Form, Website purchase or other written agreement between the Parties, GitLab's then-current List Price will apply with regard to any such Renewal Term(s). GitLab reserves the right to (i) increase fees for any Renewal Term(s) with respect to its products and services, including the Software and Supplemental Services, or (ii) offer alternative pricing and conditions should Customer modify the selection, or otherwise reduce the number of User licenses, with regard to such products and services upon any such Renewal(s).

55. RESTRICTIONS AND RESPONSIBILITIES

5.15.1 Customer will not, and will not permit any third party to (not otherwise defined as a User):

·(i) use the Software for any purpose other than as specifically authorized in the Documentation and this Agreement;

·(ii) use the Software in violation of the Acceptable Use Policy available at https://about.gitlab.com/terms/#current-terms-of-use;

·(iii) use the Software in such a manner that would enable any third party to access the Software;

·(iv) use the Software for time sharing or service bureau purposes (including without limitation, sublicensing, distributing, selling, reselling any Software);

·(v) for any purpose other than its and its Affiliates' own internal use;

·(vi) use the Software other than in compliance with all applicable laws and regulations;

·(vii) use the Software in any manner that: (a) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User authentication or security process); (b) impersonates any person or entity, including without limitation any employee or representative of GitLab; (c) includes content, with respect to the use of SaaS Software, which is illegal or (d) introduces any virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or "spam" message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs); and

·(viii) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Software or access it to: (a) build a competitive product or service, (b) build a product or service using similar ideas, features, functions or graphics of the Software, (c) copy any ideas, features, functions or graphics of the Software, or (d) determine whether the Software are within the scope of any patent.

5.25.2 Nothing in this Agreement shall prohibit Customer from using the Software for benchmark testing or comparative analysis. Customer will comply with all applicable data privacy and security laws and shall have appropriate technological, administrative, and physical controls in place to ensure such compliance.

5.35.3 In accordance with this Agreement and the Documentation, GitLab has the right to (i) verify electronically (or otherwise), and generate, or (ii) require Customer to generate and provide, reports related to Customer's installation of, access to, and use of the Software to ensure compliance with the terms of this Agreement. Customer shall maintain Customer Records during the term of this Agreement and for two (2) years thereafter. GitLab may, upon thirty (30) days' prior written notice to Customer and during Customer's normal business hours and subject to industry-standard confidentiality obligations, hire an independent third-party auditor to audit the Customer Records only to verify the amounts payable under this Agreement with respect to Customer usage of the Software. If an audit reveals underpayment, Customer shall promptly pay the deficiency to GitLab plus late fees pursuant to Section 6. GitLab shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay GitLab for the reasonable costs of the audit.

5.45.4 Customer will be responsible for the following: (i) maintaining the security of Customer's account, passwords (including, but not limited to, administrative and User passwords) and files, and for all uses of Customer account with or without Customer's knowledge or consent; and (ii) any acts or omissions carried out by Contractors on Customer's behalf. Customer shall ensure that Contractors are subject to terms no less stringent than those stated herein.

5.55.5 Subject to this Agreement and the applicable Order Form, GitLab will provide Customer Support to Customer for the Subscriptions, during the Subscription Term, at no additional cost. Details regarding Customer Support can be found in Appendix 1, as well as at https://about.gitlab.com/support, as updated from time to time.

5.65.6 Portions of the Software are governed by underlying open source licenses as described at https://docs.gitlab.com/ee/development/licensing.html. This Agreement and applicable Appendix(eces) establish the rights and obligations associated with Subscriptions and Software and are not intended to limit Customer's right to software code under the terms of an open source license.

5.75.7 Customer acknowledges and agrees that:

·(i) Account names are administered by GitLab on a "first come, first serve" basis;

·(ii) Intentional name squatting, or purchasing, soliciting, or selling of an account name is prohibited; and

·(iii) GitLab reserves the right to remove, rename, or close inactive accounts at its discretion.

66. PAYMENT OF FEES

6.16.1 With respect to purchases direct from GitLab, all web-portal purchase Fees shall be due and payable immediately in accordance with the pricing, billing methodology, and usage metrics described on the Pricing Page at the time of purchase.

6.26.2 With respect to purchases direct from GitLab, the Order Form shall: (i) reference this Agreement; (ii) state the Subscription Term(s) and Subscription(s) that are being purchased; (iii) state the Fees due for the applicable Subscription(s) and (iv) by this reference, incorporate the usage billing methodology, metrics and application limits described on the Pricing Page at the time of purchase.

6.36.3 With respect to purchases direct from GitLab, such Order Form is hereby incorporated into this Agreement by reference. The parties hereby agree to the terms and conditions stated within this Agreement and those found within an Order Form to the exclusion of all other terms. The parties agree that all terms stated within a Purchase Order, or other similar document, shall be null and void and are expressly rejected.

6.46.4 With respect to purchases direct from GitLab, Customer will pay GitLab the applicable Fees, without any right of set-off or deduction. Customer agrees to pay all Fees in accordance with the payment terms specified in the applicable Order Form or, for web-portal purchases, as set forth on the Pricing Page. GitLab calculates Fees based on the pricing, billing methodology, and usage metrics described in this Agreement, inclusive of the Pricing Page. All payments will be made in accordance with the payment details stated within the applicable Order Form. If not otherwise specified: (i) GitLab (or applicable GitLab Affiliate) will invoice Customer for the Fees upon the Acceptance of an Order Form; and (ii) all undisputed Fees will be due and payable within thirty (30) days of Customer's receipt of an invoice. Except as expressly set forth in this Agreement, all Fees paid or due hereunder (including prepaid amounts) are non-refundable, and no credit will be due, including without limitation if this Agreement is terminated in accordance with Section 4 herein. For the avoidance of doubt, Fees shall be in U.S. Dollars unless otherwise set forth in an Order Form.

6.56.5 During the Subscription Term, Customer may, subject to this Agreement, activate and use Add-On Users. For the avoidance of doubt, Customer shall not have the right to report less than the number of Users originally purchased under the Subscription, and all Add-On Users shall be co-termed to the underlying Subscription Term.

6.66.6 With respect to purchases direct from GitLab for Add-On Users, at the end of each three (3) month period, commencing up on the Subscription Start Date, (referred to herein as "Quarter" or "Quarterly") during the Subscription Term, GitLab will: (i) per Section 5.3, generate a report of Add-On User(s) activated and/or used during the Quarter ("Quarterly Add-On Report"), and (ii) invoice Customer on a prorated basis for the remaining portion of the Subscription Term, with respect to the Add-On User(s) activated and/or used during the Quarter as captured by the Quarterly Add-On Report. For the avoidance of doubt, Add-On User(s) will not be invoiced for the Quarter in which they were activated and/or used. A Quarterly Add-On Report will be generated during the first three (3) Quarters of a Subscription Term. Upon expiration of the Subscription Term, Customer's renewal of the Software shall be for the same number of User licenses purchased for the most recent Subscription Term, plus any Add-On Users activated and/or used during such Subscription Term, unless otherwise agreed to between the parties. Add-On User(s) that have been identified within the Quarterly AddOn Report, shall be considered due and payable in accordance with this Section 6. In the event a Quarterly AddOn Report cannot be generated, Customer shall report and pay for such Overage Users (as defined below) in compliance with Section 6.7. Unless the parties agree to an Effective Price for Add-On Users which is less than the List Price, as set forth in an Order Form or Website purchase, Add-On Users activated and/or used during a Subscription Term will be invoiced at the List Price in the most recent Order Form or Website purchase.

6.76.7 In the event a Customer procures Software from an Authorized Partner, or, GitLab is unable to: (i) verify and generate a Quarterly Add-On Report, and/or (ii) collect payment(s) with respect to Quarterly Add-Ons as provided in the Quarterly Add-On Report, Customer shall be obligated to: (a) provide a report no later than twelve (12) months following the Subscription Effective Date ("Annual Report") of all Users from said Subscription Term ("Overage Users"), and (b) be obligated to pay for such Overage Users, for the previous twelve (12) months, at the then current List Price for the GitLab Software. Overage Users subject to the Annual Report shall not include any pro-ration, set-off and/or deduction to account for term of use, or otherwise. Overage Users that have been identified in an Annual Report shall be considered due and payable in accordance with Section 6. In the event Overage Users are outstanding upon the expiration of a Subscription Term, Customer shall be obligated to pay for such Overage Users in order to renew the Software.

6.86.8 Any unpaid Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys' fees. Fees under this Agreement are exclusive of any and all taxes or duties, now or hereafter imposed by any governmental authority, including, but not limited to any national, state or provincial tax, sales tax, value-added tax, property and similar taxes, if any. Fees under this Agreement shall be paid without any withholding or deduction. In the case of any deduction or withholding requirements, Customer will pay any required withholding itself and will not reduce the amount to be paid to GitLab on account thereof.

6.96.9 Unless otherwise agreed between the parties in an Order Form, updates to the Pricing Page will not affect Fees for then-current Subscription Term but will apply to any new or subsequent orders, renewals, or additional User-based (i.e. Add-Ons) or usage-based purchases.

77. CONFIDENTIALITY

7.17.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's technology or business (hereinafter referred to as "Confidential Information"). Such Confidential Information shall be either: (i) identified as confidential at the time of disclosure; or (ii) the nature of such information and/or the manner of disclosure are such that a reasonable person would understand it to be confidential. Without limiting the foregoing, and subject to applicable open source license(s), the Software is considered GitLab Confidential Information.

7.27.2 The Receiving Party agrees: (i) not to divulge to any third person any such Confidential Information; (ii) to give access to such Confidential Information solely to those employees with a need to have access thereto for purposes of this Agreement; and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Confidential Information that the party takes with its own confidential information, but in no event will a party apply less than reasonable precautions to protect such Confidential Information.

7.37.3 The Disclosing Party agrees that Section 7.2 will not apply with respect to any information for which the Receiving Party can document: (i) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party; or (ii) was in its possession or known by it prior to receipt from the Disclosing Party; or (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party.

7.47.4 The parties' obligations with respect to the protection of Confidential Information shall remain in force for a period three (3) years following the receipt of such Confidential Information and shall survive any termination or expiration of this Agreement.

7.57.5 Nothing in this Agreement will prevent the Receiving Party from disclosing Confidential Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party, when legally possible, reasonable prior notice of such disclosure to allow the Disclosing Party, at Disclosing Party's cost, a reasonable opportunity to request confidential treatment or a protective order pertaining thereto prior to Receiving Party making such disclosure.

7.67.6 Each party acknowledges and agrees that the other may suffer irreparable damage in the event of a breach of the terms of this Section 7 and that such party will be entitled to seek injunctive relief (without the necessity of posting a bond) in the event of any such breach.

7.77.7 Both parties will have the right to disclose Confidential Information in connection with: (i) a required filing to a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order), or (ii) disclosures made to potential investors or acquirers, provided that at all times the Confidential Information shall be protected in a manner no less stringent as set forth in this Section 7.

7.87.8 GitLab may collect data with respect to, and report on the aggregate response rate and other de-identified measures of, the Software performance and Customer's usage of the Software. An overview of such data can be found at https://about.gitlab.com/handbook/legal/privacy/customer-product-usage-information/. Notwithstanding the foregoing, GitLab will not identify Customer to any third party as the source of any such data without Customer's prior written consent.

88. INTELLECTUAL PROPERTY RIGHTS

8.18.1 Subject to the terms and conditions of this Agreement, GitLab hereby grants to Customer and its Affiliates:

·(i) with respect to SaaS Software, a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the SaaS Software;

·(ii) with respect to Software downloaded and deployed on the Customer's infrastructure (i.e. selfmanaged), a limited, non-exclusive, non-transferable, non-sublicensable license to download, deploy, and use the Software.

·In each case, unless otherwise set forth in an Order Form, Customer's use rights will be limited (a) to the tier level selected via web direct or Order Form purchase where such selected tier (e.g. Premium/Ultimate) may not be commingled with another tier; (b) exclusively for internal use in connection with the development of Customer's and/or its Affiliates' own software; and (c) to the number of Users for which Customer has paid GitLab. Notwithstanding anything to the contrary, Customer agrees that GitLab and/or its licensors (as applicable) retain all right, title and interest in and to all Software, and all Software may only be used in full compliance with this Agreement and with a valid Subscription for the correct number of Users.

8.28.2 Except as expressly set forth herein, GitLab (and its licensors, where applicable) will retain all intellectual property rights relating to the Software and any suggestions, ideas, enhancement requests, feedback, or other recommendations provided by Customer, its Affiliates, Users or any third party relating to the Software (herein referred to as "Feedback Materials"), which are hereby assigned to GitLab. For the avoidance of doubt, Feedback Materials shall not include Customer Confidential Information or intellectual property owned by Customer. This Agreement does not constitute a sale of the Software and does not convey to Customer any rights of ownership in or related to the Software or any other intellectual property rights.

8.38.3 Customer shall not remove, alter or obscure any of GitLab's (or its licensors') copyright notices, proprietary legends, trademark or service mark attributions, patent markings or other indicia of GitLab's (or its licensors') ownership or contribution from the Software.

8.48.4 Subject to Section 8.5, Customer represents it shall be responsible for, and retain all right, title, and interest in and to, Customer Content, subject to a limited license to GitLab necessary for GitLab's provision of the Software and its development and improvement.

8.58.5 If Customer applies a license to publicly-available Customer Content within the Software, Customer (i) licenses that Customer Content under the terms of the applicable license; and (ii) represents that Customer has sufficient rights in that Customer Content to do so.

8.68.6 Customer grants to GitLab the right to use Customer's company name and logo in marketing and promotional materials, including earnings releases and calls, subject to Customer's brand and trademark guidelines as provided to GitLab from time to time.

99. WARRANTY

9.19.1 During the Subscription Term, GitLab represents and warrants that: (i) it has the authority to enter into this Agreement; (ii) the Software shall be provided in a professional and workmanlike manner by qualified personnel; and (iii) it will use commercial industry standard methods designed to ensure the Software provided to Customer does not include any computer code or other instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or User data.

9.29.2 If at any time GitLab fails to comply with the warranties in this Section 9, Customer may promptly notify GitLab in writing of any such noncompliance. GitLab will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting the noncompliance is not established during such period, Customer may terminate this Agreement and receive a prorated refund for the unused portion of the Subscription Term as its sole and exclusive remedy for such noncompliance.

9.39.3 EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SOFTWARE, SUPPLEMENTAL SERVICES AND CONFIDENTIAL INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. GITLAB AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

1010. INDEMNIFICATION

10.110.1 GitLab will defend Customer from any claim, demand, suit or proceeding made or brought against Customer by a third party alleging the Software (excluding Free Software as set forth in Section 3.3) provided by GitLab infringes or misappropriates such third party's patent, copyright, trademarks, or trade secrets (a "Customer Claim"). GitLab will indemnify and hold Customer harmless from any damages, reasonable attorneys' fees and costs finally awarded against Customer as a result of a Customer Claim, or for amounts paid by Customer under a settlement approved (in writing) by GitLab, provided Customer: (i) promptly notifies GitLab in writing of the Customer Claim; (ii) gives GitLab all reasonable assistance at GitLab's expense; and (iii) gives GitLab sole control over defense and settlement thereof except that GitLab may not settle any Customer Claim unless it unconditionally releases Customer of all liability. The foregoing obligations do not apply if: (v) the Customer Claim arises from Software, or any part thereof, that is modified by Customer, or at Customer's direction, after delivery by GitLab; (w) the Customer Claim arises from the use or combination of the Software or any part thereof with other products, processes or materials not provided by GitLab where the alleged infringement relates to such combination; (x) Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; (y) the Customer Claim arises from software not created by GitLab, or (z) the Customer Claim results from Customer's breach of this Agreement and/or applicable Order Forms. Notwithstanding the foregoing, in the event of a Customer Claim, GitLab, at its discretion, option and expense, reserves the rights to: (a) modify the Software to make it noninfringing provided there is no material loss of functionality; (b) settle such claim by procuring the right for Customer to continue using the Software; or (c) if in GitLab's reasonable opinion neither (a) or (b) are commercially feasible, terminate the license to the Software and refund a pro-rata portion of the amount paid by Customer for such Software for the unused portion of the Subscription Term.

10.210.2 Customer will defend GitLab and its Affiliates against any claim, demand, suit or proceeding made or brought against GitLab by a third party alleging: (i) that any Customer Content or Customer's use of Customer Content with the Software or any software (or combination of software) provided by Customer and used with the Software, infringes or misappropriates such third party's intellectual property rights, or (ii) that Customer uses the Software in an unlawful manner or in violation of the Agreement, the applicable Documentation, or Order Form (each a "GitLab Claim"). Customer will indemnify GitLab from any damages, reasonable attorneys' fees and costs finally awarded against GitLab as a result of, or for any amounts paid by GitLab under a settlement approved (in writing) by Customer of a GitLab Claim, provided GitLab: (x) promptly gives Customer written notice of the GitLab Claim, (y) gives Customer sole control of the defense and settlement of the GitLab Claim (except that Customer may not settle any GitLab Claim unless it unconditionally releases GitLab of all liability), and (z) gives Customer all reasonable assistance, at Customer's expense. The above defense and indemnification obligations do not apply if a GitLab Claim arises from GitLab's breach of this Agreement and/or applicable Order Form.

10.310.3 This Section 10 (Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against the other party for any third-party claim described in this section.

1111. LIMITATION OF LIABILITY

11.111.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR THEIR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, LOSS OF REVENUE, ANTICIPATED PROFITS, LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

11.211.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF EACH PARTY AND ITS AFFILIATES AND LICENSORS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT PAID BY CUSTOMER OR ITS AFFILIATES HEREUNDER IN THE ONE YEAR PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, BUT WILL NOT LIMIT CUSTOMER'S OR ITS AFFILIATES' PAYMENT OBLIGATIONS UNDER THE "PAYMENT OF FEES" SECTION ABOVE.

1212. U.S. GOVERNMENT MATTERS

12.112.1 Notwithstanding anything else, Customer acknowledges that Controlled Subject Matter is subject to trade control laws and regulations, including the U.S. Export Administration Regulations ("EAR") and various sanctions programs administered by the U.S. Office of Foreign Assets Control ("OFAC"). Customer shall not export, reexport, or transfer the Controlled Subject Matter except as authorized by these laws and regulations.

12.212.2 Without limiting the foregoing, Customer shall not export, re-export, or transfer the Controlled Subject Matter without authorization (i) to any Embargoed Country or region, including Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, and Luhansk regions of Ukraine, (ii) to Russia or Belarus; (iii) to any party identified on or subject to the limitations of OFAC's Specially Designated Nationals List, the Bureau of Industry and Security's Entity, Unverified, or Denied Persons Lists, or (iv) for any end use or end user prohibited by 15 C.F.R. 744, including, without limitation, proliferation activities relating to nuclear, missile, or chemical and biological weapons.

12.312.3 Use of the Software is representation and warranty that the Customer, Customer personnel, or Contractors are not located in, under the control of, or a national or resident of an Embargoed Country or a Designated National.

12.412.4 As defined in FAR section 2.101, any software and documentation provided by GitLab are "commercial items" and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

1313. FORCE MAJEURE

13.113.1 GitLab and Customer will not be liable for any default or delay in the performance of their respective nonmonetary obligations, to the extent that such default or delay is caused, directly or indirectly, by fire, flood, earthquake, explosions, elements of nature, acts of God, acts or regulations of government bodies, nuclear, chemical or biological contamination, court orders arising out of circumstances other than a breach of this Agreement by the Non-performing Party (as defined below), acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts or labor difficulties, epidemics or by any other event or circumstance that is beyond the reasonable control of GitLab or Customer. The party that is unable to perform shall be referred to as the "Non-performing Party." Such an event or circumstance giving rise to the default or delay is hereby referred to as a "Force Majeure Event."

13.213.2 The Non-performing Party will be excused from any further performance of the non-monetary obligations affected by such Force Majeure Event for as long as such Force Majeure Event continues and the Non-performing Party continues to use commercially reasonable efforts to resume performance. The Non-Performing Party may terminate this Agreement if the Force Majeure Event continues for a period of thirty (30) days.

13.313.3 Except as expressly excused in this Section 13, each party will continue to perform its respective obligations under this Agreement during a Force Majeure Event.

1414. SECURITY / DATA PROTECTION

14.114.1 Without limiting GitLab's obligations as stated in Section 7 (Confidentiality), GitLab shall be responsible for establishing and maintaining a commercially reasonable information security program that is designed to: (i) ensure the security and confidentiality of the Customer Content; (ii) protect against any anticipated threats or hazards to the security or integrity of the Customer Content; (iii) protect against unauthorized access to, or use of, the Customer Content; and (iv) ensure that all subcontractors of GitLab, if any, comply with all of the foregoing. In no case shall the safeguards of GitLab's information security program be less stringent than the information security safeguards used by GitLab to protect its own commercially sensitive data. Customer shall use commercially reasonable security and anti-virus measures when accessing and using the Software and to prevent unauthorized access to, or use of the Software, and notify GitLab promptly of any such unauthorized access or use of which it becomes aware.

14.214.2 With respect to the protection of information, the GitLab Privacy Statement located here https://about.gitlab.com/privacy/, shall apply. If this Agreement is entered into on behalf of an Enterprise, the terms of the data processing addendum at https://about.gitlab.com/handbook/legal/data-processing-agreement/ ("DPA") are hereby incorporated by reference and shall apply to the extent Customer Content includes Personal Data, as defined in the DPA. To the extent Personal Data from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by GitLab, the Standard Contractual Clauses shall apply, as further set forth in the DPA. For the purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data exporter, and Customer's acceptance of this Agreement, and an applicable Affiliate's execution of an Order Form, shall be treated as its execution of the Standard Contractual Clauses.

14.314.3 The parties acknowledge and agree that: (i) the Software is not designed for the purpose(s) of storing, processing, compiling or transmitting Sensitive Data (as defined herein), and (ii) Customer shall not use the Software, or otherwise provide to GitLab without prior written consent, Sensitive Data under this Agreement. "Sensitive Data" means: (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (b) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) ("HIPAA"); (c) credit, debit, or other payment card data or financial account information, including bank account numbers or other personally identifiable financial information; (d) social security numbers, driver's license numbers, or other government identification numbers; (e) other information subject to regulation or protection under specific laws such as the Children's Online Privacy Protection Act or Gramm-Leach-Bliley Act ("GLBA") (or related rules or regulations); or (f) any data similar to the above protected under foreign or domestic laws. Customer further acknowledges that the Software and related features are not intended to meet any legal obligations for these uses, including HIPAA and GLBA requirements, and that GitLab is not a Business Associate as defined under HIPAA. Therefore, notwithstanding anything else in this Agreement, GitLab has no liability for Sensitive Data processed in connection with Customer's use of the Software.

14.414.4 To the extent Customer has Users of the SaaS Software located in the People's Republic of China, or transfers Personal Data to a GitLab Dedicated instance from the People's Republic of China, Customer represents and warrants that it has complied with all requirements of a "personal information processor," as that term is defined under the Personal Information and Protection Law of the People's Republic of China ("PIPL"). This includes the requirement to provide adequate notice and obtain all necessary consents from relevant Users prior to the overseas transfer and processing of Personal Data by GitLab, as well as onward transfers and processing by GitLab's third-party subprocessors. In addition, Customer warrants, where required, that it will not transfer Personal Data without a security assessment, as described in PIPL, from the Cyberspace Administration of China. Nothing in this section limits GitLab or Customer's obligations under the DPA.

1515. MISCELLANEOUS

15.115.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

15.215.2 This Agreement is not assignable, transferable or sublicensable by either party without the other party's prior written consent, not to be unreasonably withheld or delayed; provided that either party may transfer and/or assign this Agreement to a successor in the event of a sale of all, or substantially all, of its business or assets to which this Agreement relates.

15.315.3 Except as otherwise provided in this Section 15.3, this Agreement, including the Additional Terms, appendices, exhibits and other incorporated references, represent the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications to this Agreement must be in a writing signed or otherwise agreed to by each party, except as otherwise provided herein. Notwithstanding anything to the contrary in the foregoing (a) GitLab may, from time to time, offer certain experimental or beta features or products in the Software; (b) Customer acknowledges and agrees that (i) access to and use of Testing Features will be governed by the Testing Agreement available at: https://about.gitlab.com/terms/ and (ii) Customer's access or use of such Testing Features will constitute Customer's acceptance of such Testing Agreement; and (c) for Customers who solely use Free Software, GitLab may update this Agreement and Additional Terms from time to time by posting the revised terms at https://about.gitlab.com/terms/, and such customers' continued access or use of the Software following such update will constitute express acceptance thereof.

15.415.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever.

15.515.5 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.

15.615.6 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Any notices to GitLab shall also include a copy to legal@gitlab.com.

15.715.7 In addition to any rights that accrued prior to termination, the provisions of Sections 3.3, and 5 through 15 shall survive any termination of this Agreement.

15.815.8 This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in San Francisco County, California, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed by the Parties with respect to this Agreement and the transactions contemplated hereby. GitLab may provide translations of this Agreement or other terms or policies. Translations are provided for informational purposes only and if there is any inconsistency or conflict between a translation and the English version, the English version will control.

Appendix 1APPENDIX 1: Customer Support

·GitLab provides Customer Support in accordance with the Subscription levels outlined below, subject to Customer compliance with Customer Support procedures. If Customer does not reasonably comply with written specifications or instructions from GitLab's Customer Support engineers, regarding any support issue or request (including without limitation, failure to make backups of Customer Content or versions of Software) (each, a "Support Issue"), GitLab may cease its Customer Support obligations to Customer with respect to such Support Issue upon fifteen (15) days written notice and Customer's inability to cure such noncompliance within the notice period.

·SUBSCRIPTIONS AND LEVELS OF SUPPORT

·*Note: Subscription names are subject to change, however, the applicable Subscription for that tier shall remain the same during a Subscription Term.

·**Support Impact categories are defined at: https://support.gitlab.com/hc/en-us/articles/11626416629660-Definitions#definitions-of-support-impact

·PRIORITY SUPPORT OVERVIEW: https://about.gitlab.com/support/#priority-support

Appendix 2APPENDIX 2: Software as a Service (SaaS) Offering

·The following additional terms shall apply with respect to Customer's purchase and use of the SaaS Software. SaaS Software is available at Customer's option as two product offerings: (i) GitLab.com or (ii) GitLab Dedicated (each defined below). This Appendix 2 sets forth general terms applicable to both products, product-specific terms, and a service level agreement applicable to SaaS Software purchased as Ultimate tier (as defined in the Documentation).

11. DEFINITIONS

·"Covered Experiences" means the following GitLab features and services of GitLab.com or GitLab Dedicated, as applicable, including API Requests for such features and services: Issues and Merge Requests, Git Operations (push, pull, clone via HTTPS and SSH), Container Registry operations, Package Registry operations.

·"Data Center" means the entire physical operation(s) provided to host the SaaS Services. This includes all hardware and SaaS Software utilized in the provision of services located behind the Service Demarcation Point.

·"Disaster" means any catastrophic failure, including but not limited to, flood, earthquake, power loss, internet connectivity loss, major hardware failure, or malicious attack, outside of GitLab's reasonable control, that renders the Data Center or Hosting Location(s), as applicable, inoperable and without an imminent indication of recovery.

·"Downtime Minutes" means when the SaaS Service experiences degraded availability, whereValid Requests of Covered Experiences result in Server Errors as further clarified in the Documentation found at https://handbook.gitlab.com/handbook/engineering/infrastructure-platforms/service-level-agreement/. Downtime Minutes do not include any Excluded Minutes as defined herein.

·"Emergency Event" means the occurrence of certain events outside of GitLab's reasonable control that may impact the availability or security of the SaaS Service, including: (i) a Disaster, (ii) Customer's misuse or misconfiguration of the SaaS Software instance, or (iii) other critical, urgent, or severe issues caused by Customer or another third-party, including but not limited to critical security vulnerabilities or data consistency issues.

·"Emergency Maintenance" means maintenance necessary to address an Emergency Event or critical security vulnerability or data integrity issues.

·"End-to-end" means from the User's desktop to GitLab's hosted routers.

·"Excluded Minutes" means events excluded from calculating Downtime Minutes as further clarified in the Documentation found at: https://handbook.gitlab.com/handbook/engineering/infrastructureplatforms/service-level-agreement/.

·"GitLab.com" means GitLab's multi-tenant version of SaaS Software, providing shared hosting servers and supporting infrastructure.

·"GitLab Dedicated" means the single-tenant version of GitLab's SaaS Software, providing Customer dedicated hosting servers and supporting infrastructure, including Primary and Secondary Hosting Location(s).

·"Hosting Location" means the physical operation(s) provided to host GitLab Dedicated This includes all hardware utilized in the provision of services located behind the Service Demarcation Point. Hosting Location includes the Primary Hosting Location and Secondary Hosting Locations(s) (defined below), as applicable.

·"Incident" means a material hardware or SaaS Services component failure, or an event that results in significant performance degradation or system unavailability.

·"SaaS Services" means the SaaS Software, either GitLab.com or GitLab Dedicated, as applicable, that GitLab provides Customer under this Appendix 2, the Agreement, and/or any Order Forms.

·"Scheduled Maintenance" means GitLab's scheduled and communicated maintenance activities related to the SaaS Services.

·"Unscheduled Maintenance" means any other maintenance activities related to the SaaS Services outside of Planned Maintenance or Scheduled Maintenance, as applicable, that GitLab may engage in to prevent, alleviate, or otherwise minimize: (1) Downtime Minutes, (2) Emergency Events, or (3) remediating critical security vulnerabilities that do not otherwise require Emergency Maintenance.

·"Server Errors" means HTTP status codes or connection timeouts exceeding thirty (30) seconds as determined by GitLab's internal and external monitoring systems.

·"Service Demarcation Point" means GitLab's border router that is used to establish connectivity from the hosting facility to the public Internet. GitLab is responsible for delivery of SaaS Services access capabilities to and including the Service Demarcation Point.

·"Valid Request" means a properly authenticated, correctly formatted API or Git request that complies with GitLab's specifications, usage limits, and Acceptable Use Policy, targets supported features within the Customer's Subscription tier, and is non-malicious, as further clarified in the Documentation at https://handbook.gitlab.com/handbook/engineering/infrastructure-platforms/service-level-agreement/. Excludes Customer-caused errors, deprecated endpoints, external monitoring tools, and routine system checks.

22. GENERAL TERMS

·The following terms apply to any SaaS Software purchased by Customer:

2.12.1. SaaS Services Responsibilities. GitLab will be responsible for maintaining ISP network connectivity capable of servicing the relevant internet traffic to and from its SaaS Services. Customer may connect to SaaS Services using the internet, a VPN, or a private network connection. If Customer elects to connect to SaaS Services through the Internet, Customer is responsible for providing its own ISP connection to the Internet. If Customer elects to connect to SaaS Services using a VPN or private network connection, Customer is responsible for providing, installing, and managing any required network connections or network hardware that need to be installed in the primary and disaster recovery data centers. Customer shall also be responsible for ensuring that End-to-end latency and End-to-end available bandwidth meet the minimum product specifications for Customer's desired level of performance.

2.22.2 Incident Reporting. In the event of an Incident, GitLab will engage the services of support teams, including hardware and software teams when necessary, to resolve the Incident. To the extent required, GitLab will assess the impact of the Incident on the applicable service level agreement and make available status reports regarding it to Customer as provided in Section 5 below. Once an Incident report covering the Incident has been completed, GitLab will provide an Incident report to affected customers upon request.

2.32.3. Suspension of Service. GitLab reserves the right to suspend Customer's access to SaaS Services if: (i) Customer fails to comply with the Agreement and this Appendix, (ii) Customer exceeds set application limits, or (iii) requests or usage deemed malicious in nature is identified to be sourced from Customer accounts, personnel, or systems.

2.42.4 Administration. GitLab provides expert administration and operational support for all SaaS Services components and services. This includes installing new versions and updates to the platform's software and maintaining the overall integrity of the system. GitLab will continually monitor system and application performance and retune these components as necessary to provide optimal performance.

33. GITLAB.COM TERMS

·The following terms apply if Customer purchases a Subscription to GitLab.com:

3.13.1. GitLab.com Services, Restrictions, and Responsibilities. GitLab, through its infrastructure, will provide webSaaS Services for the website gitlab.com ("Site") in accordance with the provisions below:

·(i) Security. GitLab will use various security measures designed to restrict and monitor access to GitLab systems and Customer Content. Further, GitLab will utilize security controls and tooling designed to protect Customer Content and prevent the unauthorized access and compromise of GitLab servers and endpoints. GitLab will equip and configure the hosting network with controls designed to prevent unauthorized network access from other subnets within the GitLab platform. GitLab will employ security controls to detect network attacks and take appropriate measures should an incident occur. GitLab will have vulnerability scans performed on the Site to detect vulnerabilities and provide recommendations for corrective actions. All application servers will have technical security controls in place designed to prevent the introduction of malicious software and support the detection and eradication of malicious software.

·(ii) Facilities. GitLab.com will include applicable Data Centers to support Customer's remote access to GitLab.com. GitLab.com is deployed on an Infrastructure as a Service (IaaS) and GitLab inherits physical and environmental controls from the service IaaS provider. The Data Center will restrict physical access to authorized parties only and employ the use of cameras, security guards, and locked cabinets. The Data Center will use regulated and redundant power supplies, environmental regulation systems (e.g. moisture detection, temperature regulation), fire detection and suppression equipment, HVAC systems and continual system monitoring to ensure access to GitLab.com.

·(iii) Disaster. In the event of a Disaster, GitLab will restore Customer's data from a backup site where Customer's data is replicated on a regular basis throughout the day.

·(iv) Redundancy. GitLab.com will support high availability and fault tolerance through the use of multiple web, application and database servers, and redundant networking devices, including routers, firewalls, switches and load balancing devices and will support public Internet access through diverse paths.

·(v) Monitoring. GitLab employs system monitoring software for the purpose of monitoring and measuring access to GitLab.com.

·(vi) Security Scans. GitLab will contract with a third party to perform regular security audits including all scoped systems and services. Any identified vulnerabilities will be resolved with security patches or configuration changes at the earliest possible time.

3.23.2. Scheduled Maintenance and Unscheduled Maintenance. GitLab will strive to maximize the applicable service level agreement set forth in Section 5, subject to the following:

·(i) Scheduled Maintenance. GitLab will strive to keep any Scheduled Maintenance to a minimum. From time to time, maintenance will have to be performed on the Site that may require some minimal Scheduled Maintenance. GitLab will provide Customer with at least forty-eight (48) hours advance notice of any Scheduled Maintenance and will use commercially reasonable efforts to minimize Scheduled Maintenance.

·(ii) Unscheduled Maintenance. GitLab will provide notice to Customer, as soon as commercially practicable, of any Unscheduled Maintenance. For the avoidance of doubt, such Unscheduled Maintenance shall: (a) be limited to only those issues which are time-sensitive for the availability or security of GitLab.com, such as Emergency Maintenance, and (b) will be carried out in such a manner to provide the least amount of disruption to Customer. Customer acknowledges and agrees that Unscheduled Maintenance may require limits to use of part or all of the GitLab.com features, or may significantly reduce features or functions of GitLab.com.

44. GITLAB DEDICATED TERMS

·The following terms will apply if Customer purchases a Subscription to GitLab Dedicated:

4.14.1 GitLab Dedicated Services, Restrictions, and Responsibilities. GitLab will be responsible for maintaining ISP network connectivity capable of servicing the relevant internet traffic to and from GitLab Dedicated.

·(i) Customer may connect to GitLab Dedicated using the internet, or a private network connection. If Customer elects to connect to GitLab Dedicated through the internet, Customer is responsible for providing its own ISP connection. If Customer elects to connect to GitLab Dedicated using a private network connection, Customer is responsible for managing any required network connections to the Primary and Secondary Hosting Location(s) (defined below). Customer shall also be responsible for ensuring that its configuration is valid and available bandwidth meets the minimum product specifications for Customer's desired level of performance.

·(ii) During Customer's onboarding to GitLab Dedicated platform, Customer may choose its primary and secondary Hosting Locations for its GitLab Dedicated servers (respectively, the "Primary Hosting Location" and "Secondary Hosting Location") from a list of approved Primary and Secondary Hosting Locations provided by GitLab. Primary and Secondary Hosting Location(s) may not be changed unless authorized by GitLab in writing. In addition, GitLab shall have the right to modify the underlying infrastructure for which GitLab Dedicated is installed provided that, (i) such modification shall not materially reduce Customer's use of GitLab Dedicated, and (ii) does not modify the Primary and/or Secondary Hosting Location (s).

·(iii) Customer acknowledges and agrees that the following license restrictions shall apply to its GitLab Dedicated Subscription(s), in addition to those identified in the Agreement): (i) Customer's Subscription to GitLab Dedicated shall be hosted on infrastructure selected and managed by GitLab only; (ii) Customer's Subscription to GitLab Dedicated will not be provided for installation on Customer's infrastructure (whether virtual or physical); and (iii) in the event of termination or expiration of the Agreement, Customer shall be solely responsible for migrating any and all Customer Content and Customer Confidential Information off of GitLab's selected infrastructure to a location of Customer's choosing.

·(iv) GitLab, through infrastructure selected and managed by GitLab, will provide certain services for GitLab Dedicated to ensure Customer's access and use of GitLab Dedicated on the Site in accordance with the provisions below. Such services for GitLab Dedicated will include:

·(a) Security. GitLab will use various security measures designed to restrict and monitor access to GitLab systems and Customer Content. Further, GitLab will utilize security controls and tooling designed to protect Customer Content and prevent the unauthorized access and compromise of GitLab servers and endpoints. GitLab will equip and configure the hosting network with controls designed to prevent unauthorized network access from other subnets within the GitLab platform. GitLab will employ security controls to detect network attacks and take appropriate measures should an incident occur. GitLab will have vulnerability scans performed on the Site to detect vulnerabilities and provide recommendations for corrective actions. All application servers will have technical security controls in place designed to prevent the introduction of malicious software and support the detection and eradication of malicious software.

·(b) Facilities. GitLab Dedicated includes Primary and Secondary Hosting Locations(s) to support Customer's remote access to the GitLab platform. GitLab Dedicated is deployed on an Infrastructure as a Service (IaaS) and GitLab inherits physical and environmental controls from the service IaaS provider. The Primary and Secondary Hosting Location(s) will restrict physical access to authorized parties only and employ the use of cameras, security guards, and locked cabinets. Hosting Locations will use regulated and redundant power supplies, environmental regulation systems (e.g., moisture detection, temperature regulation), fire detection and suppression equipment, HVAC systems and continual system monitoring to ensure access to GitLab Dedicated.

·(c) Availability. GitLab will, on a continual basis, monitor the Site and will use its reasonable efforts to keep the Site fully and completely accessible to Customer, unless there is an event beyond the reasonable control of GitLab (or an infrastructure provider) that interrupts Site accessibility. Access to GitLab Dedicated will be measured and reviewed each month. There may be maintenance periods during which access to the Site may be unavailable. GitLab will make availability data available to customers as detailed in Section 5.

·(d) Disaster. In the event of a Disaster, GitLab will restore the GitLab Dedicated service as quickly as possible and will provide notice, to the extent possible, as to the estimated recovery time of the Hosting Location(s).

·(e) Redundancy. GitLab Dedicated will support high availability and fault tolerance through the use of multiple web, application and database servers, and redundant networking devices, including routers, firewalls, switches and load balancing devices and will support public Internet access through diverse paths.

·(f) Monitoring. GitLab employs system monitoring software for the purpose of monitoring and measuring access to GitLab Dedicated.

·(g) Security Scans. GitLab will contract with a third party to perform regular security audits including all scoped systems and services. Any identified vulnerabilities will be resolved with security patches or configuration changes at the earliest possible time.

·(h) Emergency Events. If an Emergency Event prevents Customer's access to and use of GitLab Dedicated, GitLab will restore access and use of GitLab Dedicated as quickly as possible and will provide notice, to the extent possible, as to the estimated recovery time.

·(i) Reasonable Access. Customer agrees GitLab may reasonably access Customer's underlying GitLab Dedicated infrastructure to (1) enable and support Customer's use of GitLab Dedicated, such as data migration and other services reasonably necessary for Customer's ongoing use of GitLab Dedicated or (2) alleviate: Downtime Minutes, Emergency Events, or other issues that require GitLab's reasonable access connected with Scheduled Maintenance or Unscheduled Maintenance. GitLab will use commercially reasonable efforts to provide Customer prior notice. By way of example only, direct access to Customer's underlying infrastructure may include GitLab connecting to Customer's GitLab Dedicated Kubernetes cluster.

·(j) Recovery Plan. GitLab will institute a recovery plan for complete or partial outages of GitLab Dedicated ("Recovery Plan"), establishing, among other things, a Recovery Point Objective ("RPO") and Recovery Time Objective ("RTO"). The Recovery Plan is available at https://docs.gitlab.com/administration/dedicated/disaster_recovery/, as updated from time to time.

·(k) Bring Your Own Key or BYOK. BYOK is the use of Customer encryption keys ("Encryption Keys"), which will reside in Customer's applicable cloud hosting provider account. BYOK ensures that Customer Content is encrypted at rest using encryption keys which customer controls. Customer may enable the BYOK feature in its GitLab Dedicated instance at the time of service onboarding only. Once service is established BYOK cannot be enabled without going through service onboarding again. Further information and policies related to the BYOK feature are available within the GitLab Dedicated Documentation at https://docs.gitlab.com/administration/dedicated/. If Customer elects to enable the BYOK features for its GitLab Dedicated instance, the following additional terms apply:

·Customer acknowledges and agrees that certain risks are inherent in managing its Encryption Keys while using the BYOK feature, such as data loss and inability to access its GitLab Dedicated instance. Customer assumes all risks associated with managing its Encryption Keys via the BYOK feature. If Customer deletes, loses access to, or otherwise revokes GitLab's access to the Encryption Keys ("Encryption Key Failure"), GitLab disclaims all liability under this Agreement for any Customer claim, including but not limited to claims for material breach, indemnification, or loss of Customer Content.

·NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, GITLAB SHALL HAVE NO LIABILITY OF ANY TYPE UNDER THIS AGREEMENT IF AN ENCRYPTION KEY FAILURE OCCURS. IF THE FOREGOING EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, GITLAB'S LIABILITY SHALL NOT EXCEED $1,000.00 USD.

4.24.2 Scheduled Maintenance and Unscheduled Maintenance. GitLab will strive to maximize the applicable service level agreement set forth in Section 5, subject to the following:

·(i) Scheduled Maintenance. GitLab will perform weekly Scheduled Maintenance at a date and time chosen by the customer at onboarding, from a list of pre-defined maintenance windows. GitLab will proactively limit the Scheduled Maintenance to no more than four (4) hours per week. Customer acknowledges and agrees that Scheduled Maintenance may require limits to use of part or all of the GitLab Dedicated features, or significantly reduces features and functions of GitLab Dedicated.

·(ii) Unscheduled Maintenance. GitLab will provide notice to Customer, as soon as commercially practicable, of any Unscheduled Maintenance. For the avoidance of doubt, such Unscheduled Maintenance shall: (a) be limited to only those issues which are time-sensitive for the availability or security of GitLab Dedicated, such as Emergency Maintenance, and (b) will be carried out in such a manner to provide the least amount of disruption to Customer. Customer acknowledges and agrees that Unscheduled Maintenance may require limits to use of part or all of the GitLab Dedicated features, or may significantly reduce features or functions of GitLab Dedicated.

55. SERVICE LEVEL AGREEMENT

5.15.1 Monthly Uptime Percentage. GitLab commits to make the Covered Experiences available with a Monthly Uptime Percentage of at least 99.9% during each calendar month. GitLab's failure to meet the Monthly Uptime Percentage in a calendar month may entitle Customer to Service Credits in accordance with the Documentation found at https://handbook.gitlab.com/handbook/engineering/infrastructure-platforms/service-level-agreement/.

5.25.2 Remedy. The Parties agree that this SLA and any applicable Service Credits constitute Customer's sole and exclusive remedy for any failure to meet the Monthly Uptime Percentage.

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