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
- “Agreement” means the SonarSource Primary Customer Agreement set forth at sonarsource.com/legal/primary-agreement/ or other agreement between Customer and SonarSource governing Customer’s use of Sonar Products.
- “Input Data” means Customer Data that the Sonar AI Software processes for the purpose of generating Suggestions. Input Data may be provided by Customer to SonarSource directly or accessed by SonarSource through nonparty platform integrations Customer has enabled under Section 9.3 (Nonparty Platform Integrations) of the Agreement.
- “Suggestions” means content that Sonar AI Software generates from Input Data and Sonar Proprietary Logic for incorporation into Customer’s source code or development workflows, such as code fixes. Suggestions are Customer Data, and are not Alerts.
- “Automated Update” means the Sonar AI Software’s application of Suggestions on Customer’s behalf, such as by making commits to Customer’s revision control system.
- “Sonar Proprietary Logic” means SonarSource’s rules (including rule identifiers and definitions), documentation and explanations of those rules, prompts (including prompt templates and scaffolding), derivations of any of the foregoing (including dynamically generated derivations presented to a User, agent, or LLM Technology), and compilation of its rules (including their selection, organization, and patterns of application). Sonar Proprietary Logic does not include (a) the code edits or fixes generated for Customer’s own code, or (b) any context or other materials derived from Customer’s codebase or Customer Data.
- “Train” means the use of Input Data to create, modify, or improve any LLM Technology.
2. Grants and Conditions
- Software Grants. SonarSource grants Customer a limited, non-exclusive, non-transferable, non-sublicensable (i) right to access and use the SaaS Components of the Sonar AI Software; and (ii) license to download, deploy, and use any Self-Managed Components of the Sonar AI Software.
- Ownership of Suggestions. SonarSource claims no right, title, or interest in any Suggestions, except for any rights in the Sonar Proprietary Logic set forth in Section 3. Customer may use the Suggestions for any purpose, except that Customer may not (a) use Suggestions in violation of the Acceptable Use Policy or (b) extract, reproduce, or compile the Sonar Proprietary Logic other than as incorporated in individual Suggestions.
- 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 applicable fees, and use of the Sonar AI Software solely for Customer’s internal development purposes.
3. Intellectual Property
- 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 the Suggestions. SonarSource will Train on the Input Data of Customers of SonarQube Cloud Enterprise or SonarQube Server only if such Training is solely for the benefit of Customer.
- AI-specific Intellectual Property. Customer’s ownership of the Suggestions does not transfer or license to Customer any Intellectual Property right of SonarSource in the Sonar Proprietary Logic. SonarSource retains all such rights notwithstanding any incidental incorporation of Sonar Proprietary Logic in the Suggestions or other Customer Data. 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, Sonar Proprietary Logic, and the LLM Technologies, including all algorithms, models, and processes developed or used by SonarSource, belong exclusively to SonarSource and/or its licensors.
4. LLM Technology Provisioning
The LLM Technologies used by Sonar AI Software may be provided directly by SonarSource, by nonparties under contract to SonarSource, or by the Customer, as specified in the applicable Supplemental Terms for each Sonar AI Software.
- Nonparty LLM Technologies. Where Sonar AI Software utilizes LLM Technologies provided by a nonparty, SonarSource will endeavor to extend to Customer any benefits (including warranties and indemnities, if applicable) that SonarSource receives from such nonparty providers.
- Customer-provided LLM Technologies. Where Sonar AI Software permits Customer to use LLM Technologies provided by the Customer or a nonparty contracted with the Customer (“Customer LLM Technologies”):
- (a)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;
- (b)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;
- (c)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
- (d)The Sonar AI Software may, as part of its normal operation, transmit SonarSource Confidential Information (including Sonar Proprietary Logic, such as prompts and rules) 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
- Nature of Suggestions. Customer acknowledges that given the inherent characteristics and limitations of LLM Technologies: (a) Suggestions may be the same as, or similar to, those made available to other SonarSource customers or users; and (b) Suggestions may be incorrect, incomplete, or contain vulnerabilities.
- Customer Responsibilities. Customer is solely responsible for: (a) independently reviewing, testing, and evaluating Suggestions for accuracy, completeness, and security before relying on or otherwise using them, except that for Suggestions applied as Automated Updates this responsibility is exercised through the configuration and monitoring described in clause (d); (b) ensuring that its use of any Suggestions does not infringe, violate, or misappropriate the intellectual property rights of any nonparty; (c) configuring any connections to Nonparty Products, including any relevant access controls; (d) configuring and monitoring the Sonar AI Software’s review and control features; and (e) complying with all laws and regulations governing the use of LLM Technologies.
- Limitations. Any liability arising from Automated Updates is subject to the limitations in Section 14 (Limitation of Liability) of the Agreement.
6. Input Data
Sonar AI Software transmits Input Data to the Sonar AI Software’s SaaS Component in order to perform analysis and generate 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/, and, where applicable, the Data Processing Addendum.
7. Usage-Based Fees; Overages
This Section 7 applies to any Sonar AI Software identified in the applicable Supplemental Terms as metered or usage-based.
- Definitions. “Billable Unit” means the unit of usage by which a metered Sonar AI Software is measured, as defined in the applicable Supplemental Terms; the Billable Unit for a Product is not modified by the Order. “Measurement Period” means the recurring period over which usage is measured and the Usage Allowance resets, which is one calendar month unless the Order specifies otherwise. “Usage Allowance” means the quantity of Billable Units allocated for a Measurement Period, as specified in the Order. “Overage” means Billable Units used in a Measurement Period in excess of the Usage Allowance. “Overage Charges” means the Fees payable for Overage, calculated at the per-unit rate specified in the Order or, where the Order does not specify a rate, at the rate presented to Customer in the Products and accepted by Customer before the Overage is incurred.
- Base Fees; Usage Allowance; Overage Charges. Customer shall pay (i) the base Fees set forth in the Order, which entitle Customer to the Usage Allowance for each Measurement Period during the term; and (ii) Overage Charges for any Overage. The Usage Allowance is an allocation for each Measurement Period; unused Billable Units do not roll over to a subsequent Measurement Period and are not refundable or creditable.
- Measurement. SonarSource’s measurement of Billable Units, as recorded by the Sonar AI Software, is the sole basis for calculating Overage Charges and is conclusive absent manifest error. SonarSource will make usage information available to Customer through the Products or on request.
- Billing in Arrears. Base Fees are payable in advance as set forth in Sections 3.1 and 3.2 of the Agreement. Overage Charges are billed in arrears after the close of each Measurement Period. SonarSource will invoice Customer for Overage Charges following the close of the Measurement Period. Where Customer has provided a payment method under Section 3.1 of the Agreement, Customer authorizes SonarSource to charge that payment method for the invoiced Overage Charges on or after the invoice date and after any prior notice of the amount required by applicable law. Where Customer purchases through an Order, Customer shall pay the invoiced Overage Charges within the period set forth in Section 3.2 of the Agreement.
- Suspension for Non-Payment. SonarSource may suspend Customer’s access to a metered Sonar AI Software if (i) three or more attempts to charge Customer’s payment method for Overage Charges fail, or (ii) invoiced Overage Charges remain unpaid after their due date. SonarSource will restore access promptly after Customer pays the outstanding amounts. Suspension does not relieve Customer of its obligation to pay amounts due and does not waive any other remedy under the Agreement.
8. Term
- 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.
9. General
Except as supplemented or modified by this Annex, the Agreement remains in full force and effect.