Professional Services Terms

GitLab Professional Services Terms

(Additional Terms)

These Professional Services Terms ("Terms") are between GitLab Inc. with offices at 268 Bush Street, Suite 350, San Francisco, CA 94104 (or, if a different GitLab Affiliate as listed as “GitLab” on an Order Form) (“GitLab”), and the entity accepting these Terms (“Customer”). These Terms are effective as of the earlier of Customer’s acceptance of these Terms (i) within an Order Form or (b) via a SOW (“Effective Date”). Capitalized terms not otherwise defined herein will have the meaning set forth in the Subscription Agreement (defined below).

1. DEFINITIONS

“Change Order” means any change to an SOW or Order Form, as applicable, as described in Section 2.3 below.

“Developments” means Improvements to GitLab’s Pre-Existing Work, new technology, written materials, or other deliverables pursuant to these Terms, but excluding any Pre-Existing Work.

“Improvements” means all modifications and derivative works to Pre-Existing Works resulting from the Professional Services contemplated by these Terms.

“Order Form” as defined in the Agreement will be updated to include an ordering document which contains (i) the description of the Professional Services being purchased, from the (a) Professional Services Catalog, (b) Success Tiers Catalog, or (c) such other service catalogs as made available by GitLab from time to time, and the applicable Fees, payment terms, and other transaction details, sold on either a time and materials basis for specified rates, or for a fixed fee as applicable.

“Pre-Existing Work” means all rights, title and interest in and to a party’s technology and Confidential Information, including all intellectual property rights imbued to a party as of the Effective Date of these Terms, or as applicable, the effective date of any SOW or Order Form.

“Professional Services” means GitLab services offerings which may include, without limitation, migration, implementation, configuration, consulting, dedicated engineering services, training services, or Success Tiers, as set forth in an applicable SOW or Order Form.

“Professional Services Catalog” means the predefined scope, level of effort and deliverables for certain Professional Services, as set forth in the corresponding service name found at https://about.gitlab.com/professional-services/catalog/.

“SOW” means a written statement of work executed by GitLab and Customer describing Professional Services to be provided pursuant to these Terms setting forth the time and materials-based objectives (unless otherwise stated as a fixed-fee) including, without limitation, project-specific activities and estimated level of effort. A SOW may be entered into, or incorporated within an Order Form, by and between Customer and GitLab, any GitLab Affiliate, or an Authorized Partner.

“Subscription Agreement” or “Agreement” means the GitLab subscription agreement available at https://about.gitlab.com/terms/#current-terms-of-use, or such other written agreement between the parties governing Customer’s use of Software.

“Success Tiers” means GitLab success offerings not otherwise provided as or with Software, Supplemental Services, or Professional Services, which may include, without limitation, enhanced technical support or awareness, adoption, usage, and performance offerings, purchased separately by Customer to improve its use of Software or Supplemental Services, as set forth in an applicable SOW or Order Form.