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 set forth at sonarsource.com/legal/primary-agreement/ or other agreement between Customer and SonarSource governing Customer’s use of Sonar Products.
2. “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 of the Agreement.
3. “Suggestions” means any code-fix suggestions, code edits, summaries, analyses, explanations, 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 applicable fees, and use of the Sonar AI Software and Suggestions 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 (a) providing the Customer with the Sonar AI Software and Suggestions, and (b) enhancing the Sonar AI Software provided by SonarSource. 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.
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”):
3. 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;
4. 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;
5. 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
6. 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 (c) 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. Input Data. Sonar AI Software transmits Input Data to the Sonar AI Software’s SaaS Component to perform analysis and generate Suggestions. Such transmission is subject to the security practices at sonarsource.com/legal/security-tom/ and, where applicable, the Data Processing Addendum.

7. 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 2.1 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.