Sonar Kintsugi Alpha Terms¶

These Sonar Kintsugi Alpha Terms ("Kintsugi Terms") govern your access to and use of the Sonar Kintsugi desktop application. These Terms are incorporated into and form part of the agreement between you and SonarSource covering your use of SonarQube's Products (“Agreement”). For existing customers, the Agreement may be the SonarQube Server Terms and Conditions, SonarQube Cloud Terms of Service, or another agreement between Customer and SonarSource, including the Early Access Terms. For new users of Kintsugi who have not otherwise used a Sonar product, the Agreement is the SonarSource Primary Customer Agreement included below, including Section 11 ("Preview Add-Ons"). By accessing or using Kintsugi, you agree to these Kintsugi Terms, the Agreement, the SonarSource AI Annex. Capitalized terms not defined here have the meanings set forth in your respective Agreement. To the extent these Kintsugi Terms conflict with your Agreement, these terms will prevail specifically regarding your use of Kintsugi.

1. AI Functionality
2. Description: Kintsugi facilitates the analysis of code by interoperating with LLM Technologies provided by the Customer (specifically, the Customer’s own installation of Anthropic Claude).
3. Customer-Provided LLM: The Claude Code installation used by Kintsugi is a "Customer LLM Technology" as defined in the SonarSource AI Annex below.
4. Responsibility for Costs: Customer is solely responsible for all costs, rate limits, and licensing compliance associated with their Claude Code installation.
5. Data Flow: Customer acknowledges that Kintsugi transmits portions of Customer’s source code ("Input Data") directly to the Customer LLM Technology. SonarSource does not host, store, or Train on Input Data processed through Kintsugi.
6. Alpha Status and Preview Designation

7. Preview Add-On: Kintsugi is a Preview Add-On as defined in the Early Access Terms and Section 11 of the Primary Customer Agreement, as applicable.

8. No Paid Tier: Kintsugi is provided at no cost during the preview period. SonarSource reserves the right to discontinue Kintsugi or transition it to a paid Product at any time.

9. Disclaimers and Limitations

10. Strictly "As-Is": Kintsugi is provided strictly "as-is" and "as-available".

11. Output Accuracy: SonarSource makes no representations regarding the accuracy or security of the suggestions generated by Kintsugi. Customer assumes all risk for integrating Kintsugi-generated code into their environment.

12. Proprietary Rights

13. Feedback License: Any suggestions or bug reports provided by Customer regarding Kintsugi are subject to the irrevocable license granted in Section 2.3 of the Early Access Terms and Section 10.3 of the Primary Customer Agreement, as applicable.

SonarSource Primary Customer Agreement¶

This Agreement governs Customer’s access and use of SonarSource’s software and related services.

The parties agree as follows:

1. Definitions¶

1. “Affiliates” means any entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with a Party, where “ownership” means the beneficial ownership of more than fifty percent (50%) of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

2. “Agreement” means, collectively, all the terms, conditions, and notices contained or referenced in this document, any Supplemental Terms, and any additional terms contained in the Order.

3. “Customer” means the individual or entity that has accepted this Agreement.

4. “Customer Data” means (i) any data, including source code, configuration files, or related materials, that Customer or its Users inputs into or transmits through the Products in connection with its use of the Products, and (ii) any related materials, such as code snippets, configuration files, screenshots, or logs that Customer or its Users provide to SonarSource in connection with Support requests.

5. “Documentation” means the official user documentation prepared and provided by SonarSource to Customer on the use of the Products (as updated from time to time). The following are not Documentation: any online community site, nonparty documentation, videos, white papers, related media, or feedback.

6. “Intellectual Property” means all rights to patents, inventions, copyright, and related rights, trademarks, business names, goodwill, designs, computer software, database rights, know-how, trade secrets, and all other intellectual property rights.

7. “Self-Managed Product” and “Self-Managed Component” mean any software Product, or component of a Product, that is designed for SonarSource to provide for download, and for Customer to install, operate, and use on its own infrastructure. This includes SonarQube Server.

8. “Order” means SonarSource’s or SonarSource’s authorized partners’ order documents (including sales quotes and online orders) specifying the Products, Support, or other goods or services to be provided under this Agreement, as accepted by SonarSource.

9. “Party” means SonarSource or Customer individually, and “Parties” means SonarSource and Customer together.

10. “Personal Data” means any information relating to an identified or identifiable natural person, or which otherwise constitutes “personal data”, “personal information”, “personally identifiable information”, or similar terms as defined in applicable data protection law.

11. “Primary Offering” means SonarQube Server or SonarQube Cloud, as applicable.

12. “Products” means the Primary Offerings, software offered in combination with the Primary Offerings, and application programming interfaces (APIs) made commercially available by SonarSource. For a list of products and features, and (where applicable) their Supplemental Terms, see Exhibit A. SonarSource’s no-cost software downloads (such as SonarQube Community Build and SonarQube for IDE) and SonarSource’s Free and Team plans for SonarQube Cloud are not Products covered by this Agreement.

13. “Results Data” means the results that are generated by the Products’ processing of Customer Data and made available to Customer via the Products (e.g., issue flags and similar identifiers provided by an application program interface or in report form).

14. “SaaS Product” and “SaaS Component” mean any software Product, or component of a Product, that is designed for SonarSource to provide as a hosted solution, and for Customer to use primarily via a web browser, API, or other remote mechanism for access to the primary software. This includes SonarQube Cloud.

15. “SonarSource” means SonarSource SàrL, a Swiss company.

16. “Support” means SonarSource’s support offering, as set forth at sonarsource.com/legal/support-terms/. Support does not involve direct, hands-on-keyboard professional services or custom software development.

17. “Supplemental Terms” means the additional terms and conditions that apply to specific Products. Supplemental Terms apply only if Customer has purchased, or is otherwise using, the specific Product governed.

18. “Nonparty Product” means any apps, add-ons, services or products that are not owned by SonarSource but interoperate with the Products.

19. “Tier” means the specific edition or plan of a Product, as specified in an Order and further set forth (i) for SonarQube Cloud at sonarsource.com/plans-and-pricing/ (ii) for SonarQube Server at sonarsource.com/plans-and-pricing/sonarqube/ and (iii) for other Products as part of their Supplemental Terms.

20. “Usage Data” means any data about Customer’s use of the Products excluding Results Data.

21. “User” means any individual that Customer authorizes to use the Products. Users may include Customer’s and Affiliates’ employees, consultants, contractors, and agents.

2. Grants and Conditions¶

1. Grant. SonarSource grants Customer and its Affiliates a limited, non-exclusive, non-transferable, non-sublicensable, revocable (i) right to access and use SaaS Product(s) specified in the Order; (ii) license to download, deploy, and use Self-Managed Product(s) specified in the Order; and (iii) license to access and use the Documentation and the Results Data.

2. Conditions. The grant of rights in Section 2.1 is conditioned on Customer’s and its Affiliates’ continuous compliance with this Agreement, any applicable Supplemental Terms, and the SonarSource Acceptable Use Policy set forth at sonarsource.com/legal/aup/, including use of the Products and Results Data solely for internal development purposes.

3. Payment¶

1. Payment for Website Purchases. If Customer purchases the Product through the SonarSource website, Customer must provide a valid credit card or other payment method accepted by SonarSource. Customer authorizes SonarSource to charge the provided payment method for the fees specified at the time of purchase. SonarSource will automatically charge the payment method in advance of each billing cycle.

2. Payment for Orders. Unless otherwise agreed in writing, if Customer purchases the Product through an Order, SonarSource will invoice Customer in advance, and Customer shall pay amounts due by an electronic funds transfer to be received in SonarSource’s account within 30 days of the date of the invoice.

3. Taxes. Customer shall pay any VAT or sales tax.

4. Refunds. Except as described in Section 5.3 (“Termination”), all payments are non-refundable and SonarSource will not make any refunds or credits for partial months of service, downgrades, or any time that the Products are unused.

5. Payment for Reseller Purchases. If Customer purchases the Product through an authorized reseller, then this [Section 3 will not apply and all payment, invoicing, and credit terms for the purchase will be as agreed between Customer and the authorized reseller.

4. Service Levels and Support¶

1. Service Levels for SaaS. SonarSource shall provide the network services of SaaS Products and any SaaS Components in accordance with the Order (as specified either by the Tier or by other terms), with any applicable Supplemental Terms, and with the Service Level Agreement set forth at sonarsource.com/legal/sonarcloud/service-level-agreement/.

2. Support for Products. SonarSource shall provide Support in accordance with the Order (as specified either by the Tier or by other terms in the Order).

3. Active Version Requirement for Self-Managed Products. If Customer is entitled to Support for a Self-Managed Product, Customer must operate an Active Version in order to receive the Support. “Active Version” means: (i) the most recent version, or version immediately preceding, of the Self-Managed Product; (ii) the current Long-Term Active Version (“LTA Version”) of the Self-Managed Product; (iii) the LTA Version preceding the current LTA Version of Self-Managed Product, but only for a six month period after the most recent LTA Version is released.

5. Term, Suspension, and Termination¶

1. Effective Date. This Agreement is effective as of the earliest date that Customer accepts the Agreement by performing any of the following actions (the “Effective Date”): (a) clicks to accept this Agreement; (b) signs this Agreement; © enters into an Order that references this Agreement; or (d) first accesses or uses any Product.

2. Term. This Agreement commences on the Effective Date and remains in effect until the expiration of all active Orders, unless it is terminated earlier under this [Section 5.

3. Termination. Either Party may terminate this Agreement if the other Party (i) materially breaches this Agreement and fails to cure such breach within 30 days of receiving notice of the breach; or (ii) becomes subject to bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. If Customer terminates for breach, SonarSource shall refund to Customer any pre-paid, unused fees for the terminated portion of the Agreement. If SonarSource terminates for breach, any amounts Customer paid will not be refunded, Customer’s obligation to pay amounts already due will not terminate, and SonarSource reserves the right to bring claims for damages.

4. Suspension of Access to SaaS Products. SonarSource may suspend access to any SaaS Products and SaaS Components at any time if it reasonably suspects Customer of being in violation of this Agreement.

5. Termination by SonarSource. SonarSource may terminate this Agreement promptly and without liability if (i) Customer infringes or misappropriates SonarSource’s Intellectual Property; (ii) SonarSource receives a subpoena, court order, or other request by a law enforcement agency relating to Customer’s access to or use of the Products; or (iii) SonarSource is prohibited by law or otherwise restricted from providing the Products to Customer. SonarSource will endeavor, where permitted by law, to provide reasonable notice of the termination.

6. Effect of Termination. Upon termination of this Agreement or any applicable Supplemental Terms:

1) Customer shall promptly stop access and use of any Products or Support covered by the Agreement or the Supplemental Terms.

2) Customer shall, for any Self-Managed Products covered by the Agreement or the Supplemental Terms, permanently uninstall and delete all copies of the software and any related license keys, and, upon request, provide SonarSource with prompt written confirmation of the deletion.

3) For any SaaS Products covered by the Agreement, for 30 days following the effective date of termination, SonarSource will make Customer Data available for export upon request. After this 30 day period, SonarSource has no obligation to maintain or provide any Customer Data.

6. Modifications to the Products¶

SonarSource may make commercially reasonable updates or modifications to the Products to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of nonparty software and services. SonarSource shall provide advance notice of any changes that it reasonably believes are likely to materially degrade core features or functionalities of the Products.

7. Personal Data¶

SonarSource shall process Personal Data provided in connection with account administration, billing, or operational information generated by the Products during their use (such as performance or diagnostic data) in accordance with the SonarSource Privacy Policy set forth at sonarsource.com/company/privacy/. SonarSource shall process any Personal Data contained in materials that Customer inputs into the Products or provides in support requests, where SonarSource processes such data solely on behalf of Customer, in accordance with the Data Processing Addendum set forth at sonarsource.com/legal/data-processing-addendum/.

8. Confidentiality¶

“Confidential Information” means all non-public information, materials, documentation, or data, relating to a Party’s business, that is disclosed by one Party (“Discloser”), or received by the other Party (“Recipient”), in connection with this Agreement, and that is clearly identified or marked as confidential or proprietary at the time of delivery to Recipient or which a reasonable person would understand to be confidential or proprietary. Confidential Information generally includes Customer’s source code and the pricing, discounts, or terms of the Products. Recipient shall (i) protect the confidentiality of the Confidential Information with at least the same degree of care as it applies to its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care; (ii) only use Confidential Information for purposes consistent with its rights and obligations under this Agreement; (iii) not reverse engineer or decompile Confidential Information; and (iv) not disclose Confidential Information to any nonparty other than its employees, consultants, vendors or advisors who have a need to know and who are bound by confidentiality and non-use obligations no less restrictive than those set forth in this Section. Confidential Information does not include any information which: (a) Recipient already knew at the time of disclosure; (b) is generally available to the public or becomes publicly known through no wrongful act of Recipient; © Recipient received from a nonparty who had a legal right to provide it; and/or (d) Recipient developed independently of any knowledge of or access to any of Discloser’s Confidential Information. Either Party may disclose Confidential Information if required by law or regulatory authorities, on condition that, so far as it is lawful to do so, Recipient shall give prompt notice to Discloser, so that Discloser may contest the requirement to provide such information. Upon Discloser’s written request, Recipient shall return or destroy all Confidential Information in Recipient’s possession within 30 days of the request. Recipient may retain a limited number of electronic copies of the Confidential Information to comply with relevant law, and as may be automatically created, maintained, and destroyed by its standard backup processes and systems. Recipient will remain bound by its confidentiality obligations for any copies retained.

9. Security¶

1. SonarSource. SonarSource has implemented and shall maintain the security practices described in the Technical and Organizational Measures set forth at sonarsource.com/legal/security-tom/.

2. Customer. Customer shall ensure that each User manages and maintains the security of its login credentials, including API tokens. Customer shall implement appropriate security measures to protect login credentials from unauthorized access, and promptly notify SonarSource of any known or suspected breach of login credentials.

10. Intellectual Property¶

1. SonarSource IP. Except for the rights expressly granted by SonarSource in Section 2.1 above, all right, title, and interest in and to the Products, Documentation, Usage Data, and Results Data, including all Intellectual Property rights in them, belong exclusively to SonarSource and/or licensors. All rights not expressly granted under this Agreement are reserved by SonarSource.

2. Customer IP. As between the Customer and SonarSource, all right, title, and interest in and to Customer Data, including all Intellectual Property rights in the Customer Data, belong exclusively to Customer. Customer hereby grants to SonarSource a license to use Customer Data to manage Customer’s account, to provide Customer with the Products, Documentation, and Results Data, and to enhance products and services provided by SonarSource. If Customer has enabled Nonparty Products, SonarSource will permit their providers to access Customer Data, subject to the Customer’s and Nonparty Product’s continued compliance with the Acceptable Use Policy set forth at sonarsource.com/legal/aup/.

3. Feedback. SonarSource is hereby granted a royalty-free, fully-paid, worldwide, non-exclusive, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into its products and services any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Users.

11. Preview Add-Ons¶

1. Scope. This section governs Customer’s optional access to and use of “preview”, “alpha”, or “beta” add-on products and services (“Preview Add-Ons”). Terms specific to particular Preview Add-Ons are set out at sonarsource.com/legal/early-access/.

2. Voluntary Use and Disclaimer. Customer acknowledges that use of Preview Add-Ons is voluntary and at Customer’s own risk. Preview Add-Ons are provided strictly “as is” and “as available,” without any express, implied, or statutory warranties, including warranties of title, merchantability, fitness for a particular purpose, or noninfringement. Preview Add-Ons may be incomplete, inoperable, or contain errors, and may include features that are never released. SonarSource has no obligation to provide bug fixes, patches, updates, support, service levels, or indemnification for Preview Add-Ons.

3. Confidentiality. Customer acknowledges that Preview Add-Ons, including their existence, features, functionalities, user interface, and documentation, are not available to the general public and constitute SonarSource’s Confidential Information under Section 8.

4. Usage Limitations. SonarSource may monitor Customer’s usage of Preview Add-Ons and may, in its sole discretion and without liability, implement rate limiting, suspend, or terminate Customer’s access to any Preview Add-On.

5. Liability Cap. NOTWITHSTANDING SECTION 14, SONARSOURCE’S AGGREGATE LIABILITY FOR ANY PREVIEW ADD-ON IS LIMITED TO USD 250.

6. Term. Customer’s rights to a Preview Add-On terminate upon the earliest of: (a) general availability of the Preview Add-On; (b) SonarSource’s discontinuation of the Preview Add-On; © Customer ceasing use of the Preview Add-On; or (d) termination of this Agreement.

12. Warranties and Disclaimer¶

1. Warranties. SonarSource warrants that (a) the Products will operate in material conformity with the Documentation and (b) SonarSource will use reasonable efforts designed to ensure that the Products, when and as provided by SonarSource, are free of any viruses, malware or similar malicious code.

2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO (I) ANY WARRANTY THAT THE PRODUCTS ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED; (II) ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT; AND (III) ANY WARRANTY WITH RESPECT TO NONPARTY PRODUCTS, SOFTWARE, OR SERVICES. SONARSOURCE MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF RESULTS DATA. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE OF AND RELIANCE ON RESULTS DATA.

13. Indemnification¶

1. By SonarSource. SonarSource shall defend Customer and its Affiliates against any nonparty claim that the Products, as provided by SonarSource, infringes or misappropriates a nonparty’s Intellectual Property (“IP Claim”) and shall indemnify Customer against any damages finally awarded to the nonparty making the IP Claim, and all penalties, fines, and reasonable nonparty costs (including reasonable attorneys’ fees) paid by Customer to the extent arising out of an IP Claim (collectively, “IP Losses”). SonarSource’s obligations under this Section 13.1 do not apply to the extent an IP Claim is based on or arises from (i) a combination or use of the Products with hardware, software, or other materials not provided by SonarSource; (ii) the modification of the Products by anyone other than SonarSource or its authorized agents; (iii) the use of the Products not in accordance with its Documentation or this Agreement; (iv) Customer’s breach of this Agreement; or (v) Customer’s negligence, fraud, or willful misconduct.

2. Process. In the event of an IP Claim, SonarSource may, at its own expense and option, either (i) procure the right for Customer to continue utilizing the Product features at issue; (ii) modify the Products to render the Products non-infringing; or (iii) replace the Products with an equally suitable, functionally equivalent, compatible, non-infringing products. SonarSource’s obligation to defend and indemnify requires that Customer (a) gives notice to SonarSource of any IP Claim promptly upon becoming aware of it; (b) gives SonarSource the sole right to conduct the defense of any claim or action, or the negotiation of any settlement, in respect of an IP Claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the IP Claim except upon the express written instructions of SonarSource; and © acts in accordance with SonarSource’s reasonable instructions and gives SonarSource assistance as it shall reasonably require in respect of the conduct of the defense, including the filing of all pleadings and other court processes and the provision of all relevant documents. Sections 13.1 and 13.2 set forth Customer’s sole and exclusive remedy from SonarSource for any IP Claim.

3. By Customer. Customer shall defend and indemnify SonarSource from any nonparty claim relating to: (i) Customer Data; or (ii) Customer’s use of the Products or Documentation in violation of this Agreement or applicable law.

14. Limitation of Liability¶

1. Disclaimer of Certain Damages. EXCEPT FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND REGARDLESS OF THE FORM OF ACTION, IN NO EVENT WILL EITHER PARTY (OR ITS OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, MANAGERS, OR AGENTS) BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF REPUTATION, OR COSTS OF SUBSTITUTE PRODUCTS) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PRODUCTS, OR THE DOCUMENTATION, EVEN IF SUCH PARTY IS NEGLIGENT OR IS ADVISED OF THE POSSIBILITY OF DAMAGES.

2. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PRODUCTS, OR THE DOCUMENTATION SHALL EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO SONARSOURCE UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO THE CLAIM.

3. Cap Exclusions. THE LIMITATIONS SET FORTH IN [SECTION 14.2 WILL NOT APPLY TO LIABILITY ARISING OUT OF (1) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8 (EXCEPT FOR ALL LIABILITY RELATED TO CUSTOMER DATA, WHICH WILL REMAIN SUBJECT TO THE LIMITATIONS AND EXCLUSIONS ABOVE); (2) A PARTY’S DEFENSE OBLIGATIONS UNDER SECTION 13; OR (3) AN INFRINGEMENT BY EITHER PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY.

15. Dispute Resolution¶

Any dispute, controversy, or claim relating to this Agreement must be submitted to arbitration before a single arbitrator under the governing law, arbitration rules, and seat of arbitration based on where Customer is domiciled in accordance with the following table. The language in all proceedings will be English. Meetings may take place either online, or in other locations the parties agree upon. Notwithstanding the foregoing, any claim seeking solely preliminary, injunctive, or declaratory relief may be brought in a court of competent jurisdiction.

16. Additional Regulatory Terms¶

1. DORA. If Customer is a financial entity subject to Regulation (EU) 2022/2554 (“DORA”), then the DORA Regulatory Requirements Annex, set forth at sonarsource.com/legal/dora/, supplements this Agreement.

2. Sanctions and Export Compliance. The Products may be subject to export control laws and regulations of the U.S. and other jurisdictions. Customer represents and warrants that: (i) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties; (ii) it will not directly or indirectly, export, re-export, or release the Products to, or make the Products accessible from or to, any country, jurisdiction or person/entity to which export, re-export, or release is prohibited or restricted by applicable laws and regulations; and (iii) its access and use of the Products will be in compliance with applicable laws and regulations.

17. Miscellaneous¶

1. Entire Agreement. This Agreement, together with any Supplemental Terms, constitutes the entire agreement between Customer and SonarSource relating to the Products and Documentation and supersedes all prior oral or written communications, proposals, conditions, representations, or warranties with respect to the subject matter hereof. If there is a conflict between this Agreement and the Supplemental Terms, the Supplemental Terms will control with respect to the specific Products they govern. Any and all additional or conflicting terms provided by Customer, whether in any price quotations, purchase orders, acknowledgments, or other communications between Customer and SonarSource will be void and will have no effect.

2. Assignment. Neither Party shall assign or transfer any of its rights or obligations under this Agreement or an Order without the other Party’s written consent. However, either Party may assign this Agreement in its entirety (including all Orders) to its successor resulting from a merger, acquisition, or sale of all or substantially all of the Party’s assets or voting securities, on condition that the assigning Party provides the other Party with prompt written notice of the assignment and the assignee agrees in writing to assume all of the assigning Party’s obligations under this Agreement. Any assignment in violation of this provision will be void ab initio. This Agreement is binding upon each Party’s successors and permitted assigns.

3. Marketing. SonarSource may include Customer’s company name or logo in a list of its customers in marketing materials and website. Customer may revoke the foregoing right at any time by submitting a written request via e-mail to: contact@sonarsource.com. SonarSource shall comply with such a termination or revocation request within 30 days from receipt of such notice.

4. No Nonparty Beneficiaries. Other than as expressly provided, this Agreement does not create any rights for any nonparty, and no nonparty may enforce any of its terms or rely on an exclusion or limitation contained in it.

5. Waiver. The delay or failure of either Party to exercise any right provided in this Agreement will not constitute its waiver of such right.

6. Force Majeure. SonarSource will not be liable for any delay or failure to perform obligations under this Agreement due to any cause beyond its reasonable control, including labor disputes; industrial disturbances; systematic electrical, telecommunications, or other utility failures; earthquakes, storms, or other elements of nature; blockages; embargoes; riots; acts or orders of government; acts of terrorism; and war.

7. Severability. If any provision of this Agreement is held to be unenforceable, illegal, or void, that will not affect the enforceability of the remaining provisions. The unenforceable provision(s) will be deemed replaced by a provision(s) that is binding and enforceable and that differs as little as possible from the unenforceable provision(s), with considerations of the object and purpose of this Agreement.

8. Notices. Except as provided elsewhere in this Agreement, notices to be provided under this Agreement must be sent by international courier service to the registered address of the Party, or to such other address as that Party may request in writing that notices be sent to. Notices may also be sent by e-mail if proof of receipt is obtained. E-mail notices to SonarSource must be sent to contact@sonarsource.com. SonarSource may provide general or operational notices via email, on its website, or through the Products.

9. Survival. The following sections survive termination of this Agreement: 1 (Definitions), 2.2 (Conditions), 3.3 (Taxes), 5.6 (Effect of Termination), 7 (Personal Data), 8 (Confidentiality), 10 (Intellectual Property), 12 (Warranties and Disclaimer), 13 (Indemnification), 14 (Limitation of Liability), 15 (Dispute Resolution), and 17 (Miscellaneous).

10. Modifications. SonarSource may modify this Agreement, including any Annexes and Supplemental Terms, by posting a notice on its website or sending an email to Customer at least 30 days prior to the modifications taking effect. Customer’s continued use of the Products, Documentation, or Support after those 30 days constitutes acceptance of the modifications of the Agreement.

SonarSource AI Annex¶

This AI Annex (“Annex”) governs Customer’s access to and use of the SonarSource software that utilizes large language models and similar technologies (such technologies generally, the “LLM Technologies”; such SonarSource software, the “Sonar AI Software”). This Annex applies only if Customer uses or accesses Sonar AI Software.

The Annex is incorporated into the Agreement between SonarSource and Customer. All capitalized terms used in the Annex but not otherwise defined have the meanings given to them in the Agreement.

Any terms specific to particular Sonar AI Software are set out in the Agreement and any additional Supplemental Terms for the particular Sonar AI Software.

1. Definitions¶

1. "Agreement" means the SonarSource Primary Customer Agreement above, or other agreement between Customer and SonarSource governing Customer’s use of the Primary Offering.

2. “Input Data” means select portions of Customer’s source code and any other metadata transmitted to SonarSource through Sonar AI Software for the purpose of generating Suggestions.

3. “Suggestions” means any code-fix suggestions, code edits, or other output generated by the Sonar AI Software’s processing of Input Data, and made available to Customer via the Sonar AI Software.

4. “Train” means the use of Input Data to create, modify, or improve any LLM Technology.

2. Grants and Conditions¶

1. Grant. SonarSource grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable (i) right to access and use the SaaS Components of the Sonar AI Software; (ii) license to download, deploy, and use any Self-Managed Components of the Sonar AI Software; and (iii) license to access and use Suggestions, including by integrating them into Customer Data (after which Section 10.2 of the Agreement, “Customer IP”, will apply).

2. Conditions. The grant of rights in Section 2.1 is conditioned on continuous compliance with the Agreement, this Annex, and the SonarSource Acceptable Use Policy set forth at sonarsource.com/legal/aup/, including continuous payment of fees for the Primary Offering and SQAS, and use of SQAS and the Security Analysis Results solely for Customer’s internal development purposes.

3. Intellectual Property¶

1. Customer IP. As between the Customer and SonarSource, all right, title, and interest in and to Input Data, including all Intellectual Property rights in the Input Data, belong exclusively to Customer. Customer grants to SonarSource the right to use Input Data for the purpose of providing the Customer with the Sonar AI Software and Suggestions, and for the purpose of enhancing the Sonar AI Software provided by SonarSource, except that SonarSource will not Train on the Input Data of Customers of SonarQube Cloud Enterprise or SonarQube Server, unless such Training is solely for the benefit of Customer.

2. AI-specific Intellectual Property. Except for the limited rights expressly granted by SonarSource to Customer in the Agreement and applicable Supplemental Terms, all right, title, and interest in and to the Sonar AI Software and the LLM Technologies, including all prompts, rules, processes, and related components developed or used by SonarSource, belong exclusively to SonarSource and/or its licensors. Customer owns all rights, title, and interest in any Suggestions.

4. LLM Technology Provisioning¶

The LLM Technologies used by Sonar AI Software may be provided directly by SonarSource, by third parties under contract to SonarSource, or by the Customer, as specified in the applicable Supplemental Terms for each Sonar AI Software.

1. Third-Party LLM Technologies. Where Sonar AI Software utilizes LLM Technologies provided by a third party, SonarSource will endeavor to extend to Customer any benefits (including warranties and indemnities, if applicable) that SonarSource receives from such third-party providers.

2. Customer-provided LLM Technologies. Where Sonar AI Software permits Customer to use LLM Technologies provided by the Customer or a third-party contracted with the Customer (“Customer LLM Technologies”):

1) Customer is responsible for ensuring compatibility of Customer LLM Technologies with Sonar AI Software, and for complying with all applicable terms of use, legal requirements, and any associated costs or licensing for such Customer LLM Technologies;

2) In addition to and without limiting other applicable disclaimers, SonarSource disclaims all liability for any issues arising from Customer’s use of Customer LLM Technologies, including compatibility, legal and regulatory compliance, and performance;

3) Customer agrees to defend and indemnify SonarSource and its affiliates from any nonparty claim relating to Customer’s use of any Customer LLM Technologies; and

4) The Sonar AI Software may, as part of its normal operation, transmit SonarSource Confidential Information (such as prompts) to the Customer LLM Technologies. Customer shall treat such transmissions (including any logging or other information recorded as part of the operation of the Customer LLM Technologies) as SonarSource’s Confidential Information, consistent with Customer’s obligations under the Agreement.

5. Customer’s Acknowledgements and Responsibilities¶

1. Nature of AI Output. Customer acknowledges that given the inherent characteristics and limitations of LLM Technologies: (a) Suggestions may be the same as, or similar to, suggestions generated for other SonarSource customers or users; and (b) Suggestions may be incorrect, incomplete, or contain vulnerabilities.

2. Customer Responsibilities. Customer is responsible for: (a) independently reviewing, testing, and evaluating all Suggestions for accuracy, completeness, and security before relying on or otherwise using them; (b) ensuring that its use of any Suggestions does not infringe, violate, or misappropriate the intellectual property rights of any third party; and © complying with all laws and regulations governing the use of LLM Technologies.

6. Personal Information¶

1. Dependency Data. Sonar AI Software must transmit Input Data to the Sonar AI Software’s SaaS Component in order to perform analysis and generate the Suggestions. To protect the security of Input Data, SonarSource has implemented and shall maintain the security practices described in the Technical and Organizational Measures set forth at sonarsource.com/legal/security-tom/.

2. Personal Data. Customer is solely responsible for ensuring that Input Data does not contain any Personal Data. The Sonar AI Software is not intended to process Personal Data. In the event that Personal Data is incidentally included in the Input Data, SonarSource will process such Personal Data in accordance with the Agreement.

7. Support and Service Level¶

1. Service. SonarSource shall provide the SaaS Components of the Sonar AI Software in accordance with the Tier, or other criteria, specified in the Order and with the with the Service Level Agreement set forth at sonarsource.com/legal/sonarcloud/service-level-agreement/.

2. Support. SonarSource shall provide support for the Sonar AI Software in accordance with the Tier, or other criteria, specified in the Order and with the support terms set forth at sonarsource.com/legal/support-terms/.

8. Term¶

1. Term. This Annex applies only while Customer uses Sonar AI Software, and will terminate upon the first to occur of: (a) Customer ceasing to use the Sonar AI Software; or (b) expiration or termination of the Agreement.

2. Effect of Termination. Termination of this Annex for a particular Sonar AI Software will not affect any liability or obligations incurred by Customer (such as obligations related to Confidential Information), or waivers granted by Customer (such as the license in Section 2.2 of this Annex), prior to the effective date of such termination.

9. General¶

Except as supplemented or modified by this Annex, the Agreement remains in full force and effect.