·Technology Partner Agreement

·V3.1 Technology Partner Agreement - Portal | March 31, 2026

·PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ACCESSING OR CONSUMING 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 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 OR CONSUME THE GITLAB SOFTWARE OR SERVICES

·This Technology 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"). 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. "Affiliates" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means at least fifty percent (50%) ownership of the outstanding shares of the entity or the ability to direct the management of the entity by contract or otherwise.

1.21.2. "API" means any documented or otherwise disclosed application programming interface for GitLab's Software (as defined herein) that enables utilizing, modifying, displaying instances of, and accessing, the software (e.g., via SOAP- or REST-based interfaces), including subsequent revisions and modifications.

1.31.3. "Collateral" means a Party's sales, marketing and advertising materials made available or otherwise provided by a Party to the other for use in connection with this Agreement, in printed or electronic format.

1.41.4. "Confidential Information" shall have the meaning ascribed in Section 7 (Confidentiality).

1.51.5. "Customer Data" means any data stored in a GitLab customer repository within the GitLab Software.

1.61.6. "GitLab Developer Resources" means certain API and other development materials provided by GitLab for Partner to use in developing a Partner Integration with GitLab Products. This shall also include any provided access keys, developer credentials, evaluation instances, or other materials provided by GitLab to Partner.

1.71.7. "GitLab Free Software" means GitLab Software provided to an End User, Partner, customer 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 GitLab Software as set forth in a binding purchase with GitLab.

1.81.8. "GitLab Alliance Partner Program" means the program guidelines and overview as found at https://about.gitlab.com/partners/integrate/ as updated from time to in GitLab's sole discretion, which includes directions, eligibility and qualification requirements as well as rules for use of GitLab provided materials for use with GitLab Products. Included within the GitLab Alliance Partner Program may be GitLab Developer Resources as may be made available by GitLab in its sole discretion (e.g. NFR licenses).

1.91.9. "GitLab Software" means software, and other branded offerings sold by GitLab, including but not limited to, the self-managed and/or SaaS version of GitLab's "DevOps Lifecycle Application Platform".

1.101.10. "Intellectual Property Rights" means all intellectual property rights throughout the world, including, without limitation, patents, copyrights, trademarks, trade secrets and contractual or other rights in confidential information, moral rights, rights of privacy and publicity, and any other intellectual and industrial property and proprietary rights including registrations, applications, renewals and extensions of such rights worldwide.

1.111.11. "Trademarks" means a Party's corporate name, primary logo, and primary "button" or "icon" for use within others' software to indicate an available integration, and any other logos, service marks, trademarks and certification marks that one Party expressly authorizes the other Party to use under this Agreement in writing.

22. PURPOSE

2.12.1. Subject to the terms of this Agreement, as well as any eligibility or other prerequisites for participation as set forth in the GitLab Alliance Partner Program as determined in GitLab's sole discretion, Partner may create an integration ("Partner Integration") on and/or within Partner platform, software, and/or solution ("Partner Product(s)") which may enable GitLab customers to request information, or enable activity, from GitLab Software and/or GitLab branded products or services ("GitLab Product(s)").

2.22.2. Upon Partner meeting full participation requirements as set forth in the GitLab Alliance Partner Program, and subject to Section 4 below, the Parties wish to exchange certain limited license rights to their respective company trademarks and marketing collateral so that each Party may advertise the Partner Integration and corresponding value for GitLab Product(s).

33. REGISTRATION & USE RIGHTS

3.13.1. Partner shall follow the registration or credentialing requirements (if any) established by GitLab within this Agreement, as well as, the GitLab Alliance Partner Program, which includes Partner's use of, and GitLab's discretion to provide GitLab Developer Resources.

3.23.2. Subject to the terms of this Agreement and the GitLab Alliance Partner Program, Partner shall be entitled to create Partner Integration(s) which access or interface with GitLab Products. All of Partner's rights under this Agreement and the GitLab Alliance Partner Program are limited, non-exclusive, non-sublicensable and non-transferable.

3.33.3. In accessing and using the GitLab Developer Resources, Partner agrees to comply with the terms of this Agreement and the program guideline(s) found in the GitLab Alliance Partner Program ("Program Guidelines"). Partner agrees not to (and not to authorize any third party to): (a) use the GitLab Developer Resources except with the related GitLab Products, and in accordance with the GitLab Alliance Partner Program; (b) modify or create any derivative works of the GitLab Developer Resources; (c) take any action that would subject the GitLab Developer Resources to any third party terms; (d) copy, frame or display any elements of the GitLab Products through the Partner Integration or use the GitLab Developer Resources with Partner Integration(s) that substantially replicate any features or functionality of GitLab Products, except as expressly authorized by GitLab in writing; (e) copy, distribute, sell, sublicense, rent or lease the GitLab Developer Resources, including any access key provided by GitLab or use such items for hosting, service provider or similar purposes; or (f) access the GitLab Developer Resources for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the GitLab Products.

3.43.4. Partner and GitLab acknowledge and agree that GitLab Free Software may be limited in functions, features, maintenance, support and contain other limitations not present in GitLab Software purchased. For more information on GitLab's Alliance Program and NFR license eligibility, please visit: https://about.gitlab.com/handbook/alliances/. Should Partner meet the eligibility requirements of the Alliance Program, as determined in GitLab's sole discretion, the grant and use of the GitLab Free Software shall be subject to the applicable terms within GitLab's Subscription Agreement, which can be found at: https://about.gitlab.com/handbook/legal/subscription-agreement/.

44. OWNERSHIP RIGHTS & TRADEMARKS

4.14.1. Partner and GitLab hereby grant each other a limited, non-exclusive, non-transferable, royalty-free license to use the granting party's wordmark and approved logos on a webpage within the licensed party's primary corporate website for the purpose of identifying the granting party as a partner. All such use, and any accompanying description of the other party or its products or services, must be accurate and remain current. Either party may, by written notice, require the other party to modify or remove any webpage or content displayed pursuant to this Section 4.1 of this Agreement. The receiving party shall comply within ten (10) business days of receipt of such notice.

4.24.2. Subject to Partner compliance with this Agreement and satisfying the GitLab Alliance Partner Program requirements, including the certification of a Partner Integration, and in addition to the rights granted pursuant to Section 4.1 above, the Parties may elect to enter into a separate agreement or form of amendment hereto for the promotion of, and joint sales of, the GitLab Products and Partner Products, as to be mutually agreed between the Parties in writing including the use of any Collateral or Trademarks designated for such use pursuant to this Agreement as contemplated under Section 4.3 and any other use by a Party approved in writing by the other Party.

4.34.3. Each Party's use of the other party's trademarks shall be subject to the Trademark owner's trademark usage guidelines and logo usage guidelines, as provided to the other Party, and each Party will cooperate with the other to maintain that Party's goodwill associated with its Trademarks. Partner shall be subject to the GitLab Brand Standards, Trademark Guidelines, and approved logos available at the following URLs (as updated from time to time or any successor URLs thereto):

• ·a. Brand Standards: https://design.gitlab.com/brand-introduction/
• ·b. Trademark Guidelines: https://about.gitlab.com/handbook/marketing/brand-experience/trademark-guidelines/
• ·c. Approved Logos: https://about.gitlab.com/press/press-kit/#logos

4.44.4. Other than as set forth in this Section 4, neither Party or its respective Affiliate(s) shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement, or the existence of a relationship between the Parties, or otherwise use the other Party's Trademarks, service marks, trade names, logos, domain names, or other indicia of source, affiliation or sponsorship, in each case, without the prior written consent of the other Party.

4.54.5. Partner and its third-party licensors (as applicable) shall retain all ownership and other rights in the Partner Integrations, Partner Products, and Partner Trademarks. GitLab and its third-party licensors (as applicable) shall retain all ownership and other rights in the Gitlab Developer Resources, GitLab Products and GitLab Trademarks, including all intellectual property rights. Providing feedback, comments, or suggestions about the GitLab Developer Resources or GitLab Products ("Feedback") to GitLab is wholly voluntary. By providing Feedback, Partner grants GitLab a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify, sublicense and otherwise exploit the Feedback (including any ideas, concepts, methods, know-how or techniques embodied in Feedback) for any purpose, without any restriction or obligation to Partner based on intellectual property rights or otherwise.

55. SUPPORT & GITLAB PRODUCTS

5.15.1. GitLab, at its own cost and expense, shall be responsible for providing support (if any) to end users for GitLab Products and services.

5.25.2. Partner, at its own cost and expense, shall be responsible for providing support (if any) to end users for any Partner Products and Partner Integrations.

5.35.3. If either Party receives an end user support inquiry that pertains to the other Party's product(s) and/or integration(s), such Party shall redirect the inquiry to the owning Party. The Parties agree to cooperate with one another in good faith to troubleshoot which Party's product or service is responsible for a given support issue related to the Partner Integration. Furthermore, both Parties will use commercially reasonable efforts to address and resolve technical issues raised by the other Party.

5.45.4. GitLab has no obligation to provide any maintenance or support for the GitLab Developer Resources or to any end users of the Partner Products or Partner Integrations, which includes the obligation to fix any errors or defects.

5.55.5. Use of GitLab Products requires each end user to have a valid license or subscription with GitLab subject to the then-current GitLab subscription terms and conditions, or a definitive Agreement negotiated and executed between GitLab and an end user ("GitLab Terms and Conditions"). Partner shall not facilitate or encourage any end user to violate the GitLab Terms and Conditions or interfere with any end user's review or acceptance of the GitLab Terms and Conditions.

5.65.6. This Agreement does not, and Partner shall not resell GitLab Products or create any binding commitment on behalf of GitLab. In addition, Partner may not directly or indirectly charge end users for use of, or access to, the functionality of the GitLab Products or GitLab Developer Resources.

66. TERM & TERMINATION

6.16.1. The initial term of this Agreement shall commence on the Effective Date and shall expire one (1) year later (the "Initial Term"). The Initial Term of this Agreement shall automatically renew for successive one (1) year renewal periods unless terminated as described below. The period of time from the Effective Date until the termination of this Agreement, including the Initial Term, is the "Term."

6.26.2. Following the Initial Term, either Party may terminate this Agreement upon sixty (60) days' prior written notice to the other Party. Either Party may immediately terminate this Agreement upon written notice if the other Party breaches its obligations under this Agreement and fails to cure such breach within thirty (30) days following receipt of notice from the non-breaching Party. A Party that provides notice of breach must include in the notice a description of the alleged breach in reasonable detail. In addition, either Party may immediately terminate this Agreement upon written notice to the other Party in the event that the other Party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency or any assignment for the benefit of creditors.

6.36.3. GitLab may also suspend Partner's use of GitLab Developer Resources or terminate this Agreement immediately if GitLab is, (a) required to do so by Law; (b) if GitLab ceases to offer the GitLab Developer Resources, GitLab Products or its GitLab Alliance Partner Program; or (c) if GitLab determines that continuing under this Agreement could result in legal or business liability or cause harm to its products, services, reputation or users.

6.46.4. Upon any termination of this Agreement, Partner's rights to use GitLab Developer Resources (including related access keys and credentials) and GitLab Trademarks will immediately terminate and Partner will cease all such use, but all other provisions of this Agreement will survive. GitLab will have no obligation or liability resulting from termination or suspension of this Agreement, as permitted herein.

77. CONFIDENTIALITY

7.17.1. "Confidential Information" means the terms and conditions of this Agreement, and any other non-public 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. Notwithstanding the foregoing, Confidential Information shall not include information or data which is captured in either Parties products and services.

7.27.2. 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 on the receiving Party; (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; (d) is rightfully obtained by the receiving Party from a third party not under a duty of confidentiality to the disclosing Party and without restriction on use or disclosure; or (e) the receiving Party is permitted to publicly disclose under another provision of this Agreement.

7.37.3. Neither party shall disclose Confidential Information of the other Party to anyone or shall use Confidential Information of the other Party for any purpose, except in either case as necessary to exercise its rights or obligations under this Agreement ("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 with a bona fide need to access such Confidential Information solely for the Permitted Purposes, and all such employees and contractors must be subject to binding disclosure and use restrictions at least as protective as those set forth herein. Each Party shall be responsible for any breach of this Section 7 by its employees, consultants, Affiliates' employees, advisors and contractors, as if they were that Party's own employees.

7.47.4. The obligations of confidentiality under this Section 7 shall expire three (3) years after that Confidential Information is disclosed hereunder. A recipient shall promptly return or destroy (or in the case of electronic data, use commercially reasonable efforts to delete or render practicably inaccessible by recipient) Confidential Information disclosed by the other Party upon its written request.

7.57.5. This Agreement shall not be construed to prevent the receiving Party from disclosing the disclosing Party's 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, at disclosing Party's expense, in any lawful efforts by the disclosing Party to resist or limit the disclosure of such Confidential Information; and (c) discloses only that portion of the disclosing Party's Confidential Information which is legally required to be disclosed.

7.67.6. The Parties agree that the receiving Party's disclosure of Confidential Information, except as provided herein, would result in irreparable injury for which a remedy in money damages would be inadequate. The Parties further agree that in the event of such disclosure or threatened disclosure: (a) the disclosing Party shall be entitled to seek an injunction to prevent the breach or threatened breach in addition to any other remedies available to the disclosing Party at law or in equity; and (b) each Party hereby acknowledges that such an injunction is appropriate and warranted in such case. Unless specifically provided otherwise in this Agreement, remedies arising under this Agreement are cumulative and do not exclude any other remedies available at law or in equity. 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.

88. WARRANTY & INDEMNIFICATION

8.18.1. Both Parties hereby represent and warrant that they are legally entitled to enter into this Agreement.

8.28.2. EXCEPT AS EXPRESSLY STATED HEREIN, ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, GITLAB FREE SOFTWARE, IS PROVIDED "AS-IS", WITHOUT ANY WARRANTIES OF ANY KIND. EACH PARTY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.38.3. Partner will indemnify, defend (at GitLab's request) and hold harmless GitLab and its Affiliates and their respective directors, officers, employees, agents, contractors, end users and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys' fees), damages or liabilities based on or arising from (a) the Partner Integration and any derivatives / combination of the Partner Integration with GitLab Products and/or GitLab Developer Resources, (b) Partner's relationships or interactions with any end users or third party distributors of the Partner Integration. GitLab may at its own expense participate in the defense and settlement of any claim with its own counsel, and the Partner may not settle a claim without GitLab's prior written consent (not to be unreasonably withheld).

99. LIMITATIONS OF LIABILITY

9.19.1. WITH THE EXCEPTION OF PARTNER'S, (A) INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.3, (B) OBLIGATIONS UNDER SECTION 10 (EXPORT) AND SECTION 11 (GITLAB CUSTOMER DATA), TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS OR REVENUE OR LOSS OF USE OR DATA, COSTS OF COVER OR SUBSTITUTE GOODS OR SERVICES, OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND, HOWEVER CAUSED, RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE RIGHTS, LICENSES, PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.29.2. WITH THE EXCEPTION OF PARTNER'S, (A) INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.3, (B) OBLIGATIONS UNDER SECTION 10 (EXPORT), SECTION 11 (GITLAB CUSTOMER DATA), AND SECTION 12 (GENERAL PROVISIONS), TO THE EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE RIGHTS, LICENSES, PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, SHALL BE LIMITED TO FIVE HUNDRED U.S. DOLLARS ($500.00).

1010. EXPORT

10.110.1. The GitLab Developer Resources and GitLab Products are subject to export restrictions by the United States government and import restrictions by certain foreign governments. Partner agrees to comply with all applicable export and import laws and regulations in its use of the GitLab Developer Resources and/or GitLab Products. Partner shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the GitLab Developer Resources or GitLab Products: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department's Table of Denial Orders or U.S. Treasury Department's list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. Partner represents and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list.

1111. GITLAB CUSTOMER DATA

11.111.1. If Partner transmits Customer Data to a system outside the GitLab Software, Partner shall notify users with access to Customer Data that their Customer Data will be transmitted to a system outside GitLab and that GitLab is not responsible for the privacy, security or integrity of such data.

11.211.2. Partner represents and warrants that when a Partner stores, processes or transmits Customer Data, Partner shall first obtain GitLab customer consent before taking action to (i) modify the content of Customer Data in any way that may adversely affect the integrity of Customer Data, (ii) disclose Customer Data to any third party, or (iii) use Customer Data for purposes other than for providing the Partner functionality to the applicable GitLab Customer's users. A modification or disclosure of Customer Data does not violate the terms of this Section if it results from the Customer using the applicable Partner functionality and a reasonable Customer would expect modification or disclosure of its Customer Data to occur by using the functionality.

11.311.3. Partner shall also maintain and handle all Customer Data with reasonably adequate privacy and security measures and in compliance with all applicable privacy laws and regulations.

1212. GENERAL PROVISIONS

12.112.1. Each Party shall comply with all laws and regulations applicable to its performance of its obligations under this Agreement, including without limitation data privacy laws and export control laws and regulations.

12.212.2. Neither Party shall assign, delegate, subcontract or otherwise transfer, directly or by operation of law, any of the rights or obligations of this Agreement nor any part or all of this Agreement without the prior written consent of the other Party. Any attempt to transfer, assign, delegate or subcontract rights or obligations under this Agreement except as set forth in this Section 10.2 shall be void. Subject to the foregoing limitation, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

12.312.3. A waiver of any right under this Agreement is effective only if it is in writing and signed by the Party against whom the waiver is sought. Any such waiver shall apply only to the circumstances for which it is given. Unless specifically provided otherwise in this Agreement, remedies arising under this Agreement are cumulative and do not exclude any other remedies available at law or in equity.

12.412.4. This Agreement is not intended to benefit any person or party other than the Parties to this Agreement and, where applicable, the Parties' successors and permitted assigns. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties. Neither Party shall have any right or authority to assume or create any obligation of any kind, express or implied, in the name of or on behalf of the other Party, or represent that it has any such authority. Each Party will be responsible for the costs incurred by it in performance of its obligations under this Agreement.

12.512.5. Except as expressly otherwise provided herein, all notices shall be in writing and deemed delivered the earlier of: (a) actual receipt; (b) upon delivery by a nationally recognized overnight courier (receipt requested) to the receiving party's address as specified herein or updated by written notice; or (c) when received via electronic communications as evidenced by either Party's contemporaneously created computer records.

12.612.6. Both Parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreement, communications, and other understandings related to the subject matter of this Agreement.

12.712.7. This Agreement and all relations, disputes, claims and other matters arising hereunder (including non-contractual disputes or claims) shall be governed exclusively by, and construed exclusively in accordance with, the laws of the State of California, without regard to conflicts of laws provisions. To the extent permitted by law, choice of laws rules and the United Nations Convention on Contracts for the International Sale of Goods shall not apply. For the purposes of adjudicating any action or proceeding to enforce the terms of this Agreement, the Parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, the courts of San Francisco County, California.

12.812.8. If any provision of this Agreement is judicially declared to be invalid, unenforceable or void, such decision shall not have the effect of invalidating or voiding any portion of the remainder of this Agreement, it being the intent and agreement of the Parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible, by substituting therefor another provision that is valid, legal and enforceable and that achieves the same objective.

·Last modified August 27, 2026: Marketing restructure, codeowners/redirects cleanup part 2 (4469685d) 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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