This Data Processing Addendum (“DPA”) supplements the SonarQube Server Terms and Conditions, the SonarQube Cloud Terms of Service, or other agreement in place between Customer and SonarSource (the “Agreement”) covering Customer’s use of SonarQube Server, SonarQube Cloud, and Sonar Commercial Support (the “Products”). Capitalized terms not defined in this DPA have the meanings set forth in the relevant Agreement.

1. Definitions.

• “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is 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.
• “Applicable Data Protection Law” means all data protection laws and regulations applicable to the Processing of Personal Data under the Agreement, and may include the additional definitions provided for in Schedule 2 herein.
• “Account Data” means Personal Data relating to Customer’s relationship with SonarSource, including: (i) Users’ account information (e.g. first and last name, email address); (ii) billing and contact information of individuals associated with Customer’s SonarSource account (e.g. billing address, first and last name, email address); (iii) Users’ device and connection information (e.g. IP address); and (iv) content/description of technical support requests (excluding attachments).
• “Controller” means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
• “Customer” means the customer entity or individual that is the contracting party to the Agreement. 
• “Customer Data” means (i) any data Customer inputs into the Products, including without limitation any source code or other materials relating to Customer’s software projects and (ii) any materials or attachments provided by Customer or its Users in any technical support requests.
• “Customer Personal Data”' means any Personal Data contained in Customer Data that SonarSource Processes under the Agreement solely on behalf of Customer, and excludes Account Data, Results Data, and Usage Data. 
• “Personal Data” means any information that relates 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.
• “Processing” (and “Process”) means any operation or set of operations that is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.
• “Processor” means the entity that Processes Personal Data on behalf of the Controller.
• “Results Data” means any Personal Data relating to the customer-specific results that are generated by the Products processing Customer Data and available to Customer and/or Users via the Products.
• “Security Incident'' means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data Processed by SonarSource and/or its Sub-processors.
• “Sub-processor” means any third party engaged by SonarSource in its role as a Processor to Customer to Process Customer Personal Data.
• “Term” means the term of this DPA which begins with the commencement of the term of the Agreement and terminates upon expiration or earlier termination of the Agreement (or, if later, the date on which SonarSource ceases all Processing of Customer Personal Data).
• “Usage Data” means any Personal Data relating to or obtained in connection with the use, performance, operation, support or use of the Products. Usage Data may include events (i.e. actions performed), event timestamps, browser information, and diagnostic data. 
• “User” means any individual that Customer authorizes to use the Products.  Users may include: (i) Customer’s and its Affiliates’ employees, consultants, contractors and agents (ii) third parties with which Customer or its Affiliates transact business (iii) individuals invited by Customer’s users (iv) individuals under managed accounts, or (v) individuals interacting with a Product as Customer’s customer.

2. Scope.

2.1 Customer Personal Data. SonarSource will Process Customer Personal Data as Customer’s Processor in accordance with Customer’s instructions as outlined in Section 3.1 (Customer Instructions). Customer agrees that any Customer Personal Data it submits as part of its use of the Products will be done in accordance with the requirements of Applicable Data Protection Law, and Customer will, if applicable, provide notice to, and obtain the necessary rights and consents from, data subjects concerning the Customer’s use of the Product. Customer shall have sole responsibility for the accuracy, quality and legality of Customer Personal Data and the means by which Customer or any relevant third-party acquired Customer Personal Data..

2.2 Account Data. SonarSource will Process Account Data as a Controller for the following purposes: (i) to provide and improve the Service; (ii) to manage the Customer relationship (communicating with Customer and Users in accordance with their account preferences, responding to Customer inquiries and providing technical support, etc.); (iii) to facilitate security, fraud prevention, performance monitoring, business continuity and disaster recovery; and (iv) to carry out core business functions such as accounting, billing, and filing taxes; (v) to market SonarSource’s products, services, and events; and (vi) to comply with and resolve legal obligations.

2.3 Usage Data and Results Data. SonarSource will Process Usage Data and Results Data as a Controller for the following purposes: (i) to provide, optimize, secure, and maintain the Service; (ii) to optimize user experience; and (iii) to inform SonarSource’s business strategy.

2.4 Description of the Processing. Details regarding the Processing of Personal Data by SonarSource are stated in Schedule 1 (Description of Processing).

2.5 International Applicability. To the extent SonarSource Processes Personal Data protected by Applicable Data Protection Law in one of the regions listed in Schedule 2 (Region-Specific Terms), the terms specified for the applicable regions will also apply, including the provisions relevant for international transfers of Personal Data (directly or via onward transfer).

2.6 Order of Precedence. If there is any conflict or inconsistency among the following documents, the order of precedence is: (1) the applicable terms stated in Schedule 2 (Region-Specific Terms including any transfer provisions); (2) the main body of this DPA; and (3) the Agreement.

2.7 Updates. SonarSource may modify this DPA as required due to (a) changes in Applicable Data Protection Law; or (b) the release of new features, functions, products or services or material changes to any of the existing Products. SonarSource may make such modifications by posting a revised version of this DPA at sonarsource.com, or by otherwise sending an email to the primary email address specified in Customer’s Account. 

2.8 Cumulative claims. Any claims against SonarSource or its affiliates under this DPA can only be brought against SonarSource by the Customer entity that is a party to the Agreement. 

2.9 Liability. The total aggregate liability of SonarSource and its Affiliates arising out of or related to this DPA, whether in contract, tort, or under any other theory of liability, will be subject to the same limitations and exclusions of liability as apply under the Agreement, whether any such liability arises under the Agreement or this DPA. 

2.10 Governing law and jurisdiction. This DPA will be governed by and construed in accordance with the governing law and jurisdiction provisions in the Agreement unless required otherwise by Applicable Data Protection Law. 

2.11 Entire agreement. This DPA supersedes any prior agreements between Customer and SonarSource concerning the privacy, data protection, and security requirements that apply to the processing of Customer Personal Data. Except where expressly approved by SonarSource in writing, any deletions or revisions to this DPA by Customer shall be null and void.

3. Processing.

3.1 Customer Instructions. SonarSource will Process Customer Personal Data in accordance with the documented lawful instructions of Customer as stated in the Agreement (including this DPA) and respective SonarSource order forms, as necessary to (i) enable the use of various features and functionalities of the Products in accordance with the Documentation, or (ii) comply with its legal obligations. SonarSource will notify Customer if it becomes aware, or reasonably believes, that Customer’s instructions violate Applicable Data Protection Law.

3.2 Confidentiality. SonarSource will treat Customer Personal Data as Customer’s Confidential Information under the Agreement. SonarSource will ensure personnel authorized to Process Personal Data are bound by written or statutory obligations of confidentiality.

4. Security.

4.1 Security Measures. SonarSource implements and maintains appropriate technical and organizational measures designed to protect the security, confidentiality, integrity and availability of Customer Data and protect against Security Incidents. Customer is responsible for configuring the Products and using features and functionalities made available by SonarSource to maintain appropriate security in light of the nature of Customer Data. SonarSource’s Trust Center describes its current technical and organizational measures. Customer acknowledges that the Security Measures are subject to technical progress and development and that SonarSource may update or modify the Security Measures from time to time, provided that such updates and modifications do not materially decrease the overall security of the Products during the Term.

4.2 Security Incidents. SonarSource will notify Customer without undue delay and, where feasible, no later than seventy-two (72) hours after becoming aware of a Security Incident. SonarSource will make reasonable efforts to identify the cause of the Security Incident, mitigate the effects and remediate the cause to the extent within SonarSource’s reasonable control. Upon Customer’s request and taking into account the nature of the Processing and the information available to SonarSource, SonarSource will assist Customer by providing information reasonably necessary for Customer to meet its Security Incident notification obligations under Applicable Data Protection Law. SonarSource’s notification of a Security Incident is not an acknowledgment by SonarSource of its fault or liability.

5. Sub-processing. 

5.1 Authorization. Customer provides general authorization for SonarSource to engage Sub-processors to Process Customer Personal Data. SonarSource will: (i) enter into a written agreement with each Sub-processor imposing data protection terms that require the Sub-processor to protect Customer Personal Data to the standard required by Applicable Data Protection Law and to the same standard provided by this DPA; and (ii) remain liable to Customer for the acts and omissions of its Sub-processor to the same extent SonarSource would be liable if performing the task or service directly under this DPA. SonarSource maintains an up-to-date list of its Sub-processors in its Trust Center.  

5.2 New Sub-processors. Periodically, SonarSource may engage new Sub-processors. SonarSource will give Customer at least fourteen (14) calendar days’ notice prior to providing that Sub-processor with access to Customer Personal Data by updating the Trust Center accordingly (“Sub-processor Notice Period”). The Trust Center provides the option for Customer to subscribe to notifications of any new Sub-processors. 

5.3 Objections. Customer may object to SonarSource’s appointment of a new Sub-processor during the Sub-processor Notice Period. If Customer objects, Customer, as its sole and exclusive remedy, may terminate the applicable SonarSource order form for the affected Product in accordance with the terms of the relevant Agreement.

6. Assistance and Cooperation Obligations.

6.1 Data Subject Rights. Taking into account the nature of the Processing, SonarSource will provide reasonable and timely assistance to Customer to enable Customer to respond to requests for exercising a data subject’s rights (including rights of access, rectification, erasure, restriction, objection, and data portability) in respect to Customer Personal Data (each a “Data Subject Request”). Accordingly, SonarSource will refrain from responding to the data subject except to acknowledge receipt of the Data Subject Request and will redirect the data subject to make its request or objection directly to the Customer. SonarSource reserves the right to charge a mutually agreed fee for assistance rendered upon Customer’s assistance demands.

6.2 Cooperation Obligations. Upon Customer’s reasonable request, and taking into account the nature of the applicable Processing, SonarSource will provide reasonable assistance to Customer in fulfilling Customer’s obligations under Applicable Data Protection Law (including data protection impact assessments and consultations with supervisory authorities), provided that Customer cannot reasonably fulfill such obligations independently with help of available Documentation. Requests under this Section 6.2 should be made to contact@sonarsource.com or such other location as SonarSource may periodically make available on its Website. SonarSource reserves the right to charge a mutually agreed fee for assistance rendered upon Customer’s assistance demands.

6.3 Third Party Requests. Unless prohibited by Law, SonarSource will promptly notify Customer of any valid, enforceable subpoena, warrant, or court order from law enforcement or public authorities compelling SonarSource to disclose Customer Personal Data. In the event that SonarSource receives an inquiry or a request for information from any other third party (such as a regulator or data subject) concerning the Processing of Customer Personal Data, SonarSource will redirect such inquiries to Customer, and will not provide any information unless required to do so under applicable law.

7. Deletion of Customer Personal Data. During the term of the Agreement, Customer and its Users may, through the features of the Products, access, retrieve or delete Customer Personal Data. Following expiration or termination of the Agreement, SonarSource will delete all Customer Personal Data. Notwithstanding the foregoing, SonarSource may retain Customer Personal Data (i) as required by Applicable Data Protection Law or (ii) in accordance with its standard backup or record retention policies, provided that, in either case, SonarSource will maintain the confidentiality of, and otherwise comply with the applicable provisions of this DPA with respect to retained Customer Personal Data and not further Process it except as required by Applicable Data Protection Law.

8. Audit. 

8.1 SonarSource will be regularly audited against the ISO 27001 standard (or equivalent). The audit may, in SonarSource’s sole discretion, be an internal audit, or an audit performed by a third party. Upon written request, SonarSource will provide Customer with a summary of the audit report(s) (“Audit Information”), so that Customer can verify SonarSource’s compliance with the audit standards and this DPA. Such Audit Information constitutes SonarSource’s Confidential Information and Customer shall comply with its confidentiality obligations provided for in the Agreement with respect to any Audit Information. 

8.2 Only to the extent Customer cannot reasonably satisfy SonarSource’s compliance with this DPA through the exercise of its rights under Section 8.1 above, or where required by Applicable Data Protection Law or a supervisory authority, an independent and qualified third party auditor appointed by Customer and approved by SonarSource, may, at Customer’s sole expense, audit, during the term of the relevant Agreement, the relevant applicable Personal Data processing activities to assess SonarSource’s compliance with the terms of this DPA. Any audit will (i) be conducted during SonarSource’s regular business hours, with reasonable advance written notice of at least sixty (60) calendar days (unless Applicable Data Protection Law or a supervisory authority requires a shorter notice period; (ii) be subject to reasonable confidentiality controls obligating Customer (and its authorized representatives) to keep confidential any information disclosed that, by its nature, should be confidential; and (iii) restrict its findings to only information relevant to Customer. 

Schedule 1 

Description of Processing

1. Categories of data subjects whose Personal Data is Processed: Customer and its Users.
2. Categories of Personal Data Processed: Account Data, Results Data, Usage Data, and Customer Personal Data.
3. Sensitive data transferred: Account Data, Results Data, and Usage Data do not contain data (and, as part of Customer Personal Data, Customer shall ensure that it does not provide any data) (i) revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, (ii) genetic data, biometric data Processed for the purposes of uniquely identifying a natural person, data concerning health, or data concerning a natural person's sex life or sexual orientation, or (iii) relating to criminal convictions and offenses (altogether “Sensitive Data”). 
4. The frequency of the transfer: Continuous.
5. Nature of the Processing: SonarSource will Process Personal Data in order to provide the Products and related Support in accordance with the Agreement, including this DPA. 
6. Purpose(s) of the Processing:
   • 6.1 Customer Personal Data: SonarSource will Process Customer Personal Data as Processor in accordance with Customer’s instructions as set out in Section 3.1 (Customer Instructions)
   • 6.2 Account Data, Results Data, and Usage Data: SonarSource will Process Account Data, Results Data, and Usage Data for the limited and specified purposes outlined in Section 2 (Scope).
7. Duration of Processing:
   • 7.1 Customer Personal Data: SonarSource will Process Customer Personal Data for the term of the Agreement as outlined in Section 7 (Deletion of Customer Personal Data).
   • 7.2 Account Data, Results Data, and Usage Data: SonarSource will Process Account Data, Results Data, and Usage Data only as long as required (a) to provide Products and related Support and Advisory Services to Customer in accordance with the Agreement; (b) for SonarSource’s legitimate business purposes outlined in Section 2 (Scope); or (c) by applicable law(s).
8. Transfers to (Sub-)processors: SonarSource will transfer Customer Personal Data to Sub-processors as permitted in Section 5 (Sub- processing).

Schedule 2 

Region-Specific Terms

1. Europe, United Kingdom and Switzerland. 

1. 1. Customer Instructions. In addition to Section 3.1 (Customer Instructions) of the DPA above, SonarSource will Process Customer Personal Data only on documented instructions from Customer, including with regard to transfers of such Customer Personal Data to a third country or an international organization, unless required to do so by Applicable Data Protection Law to which SonarSource is subject; in such a case, SonarSource will inform Customer of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest. SonarSource will promptly inform Customer if it becomes aware that Customer's Processing instructions infringe Applicable Data Protection Law.

1.2 European Transfers. Where Personal Data protected by the EU Data Protection Law is transferred, either directly or via onward transfer, to a country outside of Europe that is not subject to an adequacy decision, the following applies:

• (a) The EU SCCs are hereby incorporated into this DPA by reference as follows:
  • (i) Customer is the “data exporter” and SonarSource is the “data importer”.
  • (ii) Module One (Controller to Controller) applies where SonarSource is Processing Account Data, Results Data, or Usage Data.
  • (iii) Module Two (Controller to Processor) applies where Customer is a Controller of Customer Personal Data and SonarSource is Processing Customer Personal Data as a Processor.
  • (iv) Module Three (Processor to Processor) applies where Customer is a Processor of Customer Personal Data and SonarSource is Processing Customer Personal Data as another Processor.
  • (v) By entering into this DPA, each party is deemed to have signed the EU SCCs as of the commencement date of the Agreement.
• (b) For each Module, where applicable:
  • (i) In Clause 7, the optional docking clause does not apply.
  • (ii) In Clause 9, Option 2 applies, and the time period for prior notice of Sub-processor changes is stated in Section 4 (Sub- processing) of this DPA.
  • (iii) In Clause 11, the optional language does not apply.
  • (iv) In Clause 17, Option 1 applies, and the EU SCCs are governed by Irish law.
  • (v) In Clause 18(b), disputes will be resolved before the courts of Ireland.
  • (vi) The Appendix of EU SCCs is populated as follows:
    • The information required for Annex I(A) is located in the Agreement and/or relevant SonarSource order forms.
    • The information required for Annex I(B) is located in Schedule 1 (Description of Processing) of this DPA.
    • The competent supervisory authority in Annex I(C) will be determined in accordance with Clauses 17, Option 1 and 18(b) above; and
    • The information required for Annex II is located in SonarSource’s Trust Center.

1.3 Swiss Transfers. Where Personal Data protected by the Swiss FADP is transferred, either directly or via onward transfer, to any other country that is not subject to an adequacy decision, the EU SCCs apply as stated in Section 1.2 (European Transfers) above with the following modifications:

• (a) All references in the EU SCCs to “Regulation (EU) 2016/679” will be interpreted as references to the Swiss FADP, and references to specific Articles of “Regulation (EU) 2016/679” will be replaced with the equivalent article or section of the Swiss FADP; all references to the EU Data Protection Law in this DPA will be interpreted as references to the FADP.
• (b) In Clause 13, the competent supervisory authority is the Swiss Federal Data Protection and Information Commissioner.
• (c) In Clause 17, the EU SCCs are governed by the laws of Switzerland.
• (d) In Clause 18(b), disputes will be resolved before the courts of Switzerland.
• (e) All references to Member State will be interpreted to include Switzerland and data subjects in Switzerland are not excluded from enforcing their rights in their place of habitual residence in accordance with Clause 18(c).

1.4 United Kingdom Transfers. Where Personal Data protected by the UK Data Protection Law is transferred, either directly or via onward transfer, to a country outside of the United Kingdom that is not subject to an adequacy decision, the following applies:

• (a) The EU SCCs apply as set forth in Section 1.2 (European Transfers) above with the following modifications:
  • (i) Each party shall be deemed to have signed the UK Addendum.
  • (ii) For Table 1 of the UK Addendum, the parties’ key contact information is located in the Agreement and/or relevant SonarSource order forms.
  • (iii) For Table 2 of the UK Addendum, the relevant information about the version of the EU SCCs, modules, and selected clauses which this UK Addendum is appended to is located above in Section 1.2 (European Transfers) of this Schedule.
  • (iv) For Table 3 of the UK Addendum:
    • The information required for Annex 1A is located in the Agreement and/or relevant SonarSource order forms.
    • The Information required for Annex 1B is located in Schedule 1 (Description of Processing) of this DPA.
    • The information required for Annex II is located SonarSource’s Trust Center; and
    • The information required for Annex III is located in Section 4 (Sub-processing) of this DPA.
• (b) In Table 4 of the UK Addendum, ”neither party” was selected.

2. United States of America. The following terms apply where SonarSource Processes Personal Data subject to the US State Privacy Laws:

2.1 To the extent Customer Personal Data includes personal information protected under US State Privacy Laws that SonarSource Processes as a Service Provider or Processor, on behalf of Customer, SonarSource will Process such Customer Personal Data in accordance with the US State Privacy Laws, including by complying with applicable sections of the US State Privacy Laws and providing the same level of privacy protection as required by US State Privacy Laws, and in accordance with Customer's written instructions, as necessary for the limited and specified purposes identified in Section 2.1 (Customer Personal Data) and Schedule 1 (Description of Processing) of this DPA. SonarSource will not:

• (a) retain, use, disclose or otherwise Process such Customer Personal Data for a commercial purpose other than for the limited and specified purposes identified in this DPA, the Agreement, and/or any related SonarSource order form, or as otherwise permitted under US State Privacy Laws;
• (b) "sell" or “share” such Customer Personal Data within the meaning of the US State Privacy Laws; and
• (c) retain, use, disclose or otherwise Process such Customer Personal Data outside the direct business relationship with Customer and not combine such Customer Personal Data with personal information that it receives from other sources, except as permitted under US State Privacy Laws.

2.2 SonarSource will inform Customer if it determines that it can no longer meet its obligations under US State Privacy Laws within the timeframe specified by such laws, in which case Customer may take reasonable and appropriate steps to prevent, stop, or remediate any unauthorized Processing of such Customer Personal Data.

2.3 To the extent Customer discloses or otherwise makes available Deidentified Data to SonarSource or to the extent SonarSource creates Deidentified Data from Customer Personal Data, in each case in its capacity as a Service Provider, SonarSource will:

• (a) adopt reasonable measures to prevent such Deidentified Data from being used to infer information about, or otherwise being linked to, a particular natural person or household;
• (b) publicly commit to maintain and use such Deidentified Data in a de-identified form and to not attempt to re-identify the Deidentified Data, except that SonarSource may attempt to re-identify such data solely for the purpose of determining whether its de-identification processes are compliant with the US State Privacy Laws; and
• (c) before sharing Deidentified Data with any other party, including Sub-processors, contractors, or any other persons (“Recipients”), contractually obligate any such Recipients to comply with all requirements of this Section 2.3 (including imposing this requirement on any further Recipients).

3. Definitions.

3.1 Where Personal Data is subject to the laws of one the following regions, the definition of “Applicable Data Protection Law” includes:

• (a) Europe: (i) the Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation, or GDPR) and (ii) the EU e-Privacy Directive (Directive 2002/58/EC) as amended, superseded or replaced from time to time (“EU Data Protection Law”);
• (b) Singapore: the Singapore Personal Data Protection Act;
• (c) Switzerland: the Swiss Federal Act on Data Protection and its implementing regulations as amended, superseded, or replaced from time to time (“Swiss FADP”);
• (d) The United Kingdom: the Data Protection Act 2018 and the GDPR as saved into United Kingdom law by virtue of Section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 as amended, superseded or replaced from time to time (“UK Data Protection Law”); and
• (e) The United States: all state laws relating to the protection and Processing of Personal Data in effect in the United States of America, which may include, without limitation, the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and its implementing regulations (“CCPA”), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, and the Utah Consumer Privacy Act (“US State Privacy Laws”).

3.2. “Deidentified Data” means data that cannot reasonably be used to infer information about, or otherwise be linked to, a data subject.

3.3. “Europe” includes, for the purposes of this DPA, the Member States of the European Union and European Economic Area.

3.4. “EU SCCs” means the contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, as amended, superseded, or replaced from time to time.

3.5. “Service Provider” has the same meaning as given in the CCPA.

3.6. “UK Addendum” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner, Version B1.0, in force 21 March 2022, as amended, superseded or replaced from time to time.