Self-Hosted Addendum
Master Agreements
Supplemental Terms
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Master Agreements
Supplemental Terms
Master Agreements
Supplemental Terms
This Self-Hosted Addendum (the “Self-Hosted Terms”) supplements, and, where expressly stated, modifies the Master Services Agreement between CodeRabbit Inc. and Customer (the “Agreement”) and applies to any subscription to the Self-Hosted Software identified in an Order Form. In the event of a conflict between these Self-Hosted Terms and the Master Services Agreement, solely with respect to the Self-Hosted Software, these Self-Hosted Terms control. Capitalized terms used but not defined in these Self-Hosted Terms have the meanings given to them in the Agreement.
In the event of a conflict between this Schedule and the body of the Agreement with respect to the Self-Hosted Software, this Schedule governs.
Applicability. This Schedule applies solely to Customer’s use of the Self-Hosted Software. It does not apply to Customer’s use of the cloud-hosted App or other Services that CodeRabbit hosts on Customer’s behalf.
1.1 “Customer Environment” means the cloud, on-premises, or hybrid infrastructure instances that are owned, leased, or otherwise controlled by Customer, and on which the Self-Hosted Software is authorized to be deployed.
1.2 “License Key” means the data file, token, or other access credential provided by CodeRabbit that enables Customer to activate and use the Self-Hosted Software during the Term.
1.3 “Telemetry” means the operational and usage signals transmitted by the Self-Hosted Software to CodeRabbit as further described in Section 4.4 of these Self-Hosted Terms.
1.4 “Update” means any bug fix, patch, minor release, or new version of the Self-Hosted Software that CodeRabbit makes generally available to its self-hosted subscribers during the Term.
2.1 Deployment. The license granted in the Agreement authorizes Customer to install and operate one (1) production instance of the Self-Hosted Software in the Customer Environment, together with such non-production instances (development, staging, and disaster-recovery) as are reasonably necessary to support Customer’s production use.
2.2 Copies. Customer may make one (1) backup copy of the Self-Hosted Software for archival and business-continuity purposes, provided that all copyright and proprietary notices contained in the original are reproduced in the backup copy.
2.3 License Key. Customer’s right to use the Self-Hosted Software is conditioned on Customer's possession of a valid License Key issued by CodeRabbit Customer shall not tamper with, modify, share, disclose, or attempt to circumvent the License Key.
2.4 No Third-Party Use. Customer shall not provide, lease, lend, use for timesharing or service-bureau purposes, or otherwise make the Self-Hosted Software available for the benefit of any third party. This Section 2.4 supplements the limitations in Section 4.2 of the Agreement.
2.5 Proprietary Notices. Customer shall not remove, obscure, or alter any copyright, trademark, or other proprietary rights notices contained in the Self-Hosted Software, the License Key, or any related documentation.
3.1 Delivery. Promptly following execution of an applicable Order Form, CodeRabbit will make the Self-Hosted Software and the License Key available to Customer electronically (for example, via a container registry, download link, or comparable method).
3.2 Installation and Operation. Installation, configuration, integration with source-code-management and CI/CD tools, capacity planning, monitoring, patching, security, and day-to-day operation of the Self-Hosted Software in the Customer Environment are Customer’s sole responsibility, at Customer’s cost. CodeRabbit has no liability for any harm arising from Customer's operation of the Self-Hosted Software in the Customer Environment. Customer may discharge these operational responsibilities through a Managed Solution Partner as contemplated by the Indirect Purchases clause of the Agreement.
3.3 Updates. During the Term, CodeRabbit will make Updates available to Customer as they are generally released to self-hosted subscribers. Customer is responsible for installing Updates within a reasonable time. CodeRabbit's warranty and support obligations under the Agreement apply only to the then-current release of the Self-Hosted Software and one (1) prior release.
4.1 No Customer Data Processed by CodeRabbit. Because the Self-Hosted Software is deployed in the Customer Environment, CodeRabbit does not host, store, or otherwise access Customer Data, except as described in Section 4.2 of these Self-Hosted Terms.
4.2 Customer-Supplied AI Credentials. Customer shall supply its own credentials, endpoints, and configuration for all Third-Party AI Model Providers used with the Self-Hosted Software. Customer's use of any Third-Party AI Model Provider is governed solely by Customer's agreement with that provider, and CodeRabbit has no responsibility or liability for the terms, availability, data-retention practices, model behavior, or outputs of any such Third-Party AI Model Provider. The representation in Section 3.3 of the Agreement regarding zero-data-retention policies of Third-Party AI Model Providers does not apply to the Self-Hosted Software; the data-retention and model-training practices applicable to Customer Data are those of the Third-Party AI Model Provider selected and configured by Customer.
4.3 DPA Application. Because CodeRabbit does not host, receive, or route Customer Data to Third-Party AI Model Providers in connection with the Self-Hosted Software, the DPA applies only to the limited Telemetry described in Section 4.4 of these Self-Hosted Terms and to any personal data Customer otherwise makes available to CodeRabbit (for example, in the course of receiving support). The Parties acknowledge that CodeRabbit does not otherwise process Customer Data under these Self-Hosted Terms.
4.4 Telemetry. The Self-Hosted Software may transmit to CodeRabbit Telemetry, including license-key validation signals, software version, aggregated usage counts (such as seat counts and feature-utilization metrics), and error diagnostics, solely for the purposes of (a) validating license compliance, (b) providing support, (c) improving the Self-Hosted Software, and (d) generating Aggregated Data as contemplated by Section 6.2 of the Agreement. Telemetry shall not include Customer Data or Output.
5.1 Support. CodeRabbit will provide support for the Self-Hosted Software in accordance with Schedule A (SLA), as modified for self-hosted deployments. Any uptime or availability commitments in Schedule A apply solely to CodeRabbit-controlled services and do not apply to the operation of the Self-Hosted Software in the Customer Environment.
5.2 Warranty Period. For the Self-Hosted Software, the Warranty Period described in Section 9.1 (Limited Warranty) of the Agreement begins on the date CodeRabbit makes the Self-Hosted Software and the License Key available to Customer for download. The warranty applies only to the then-current release of the Self-Hosted Software and one (1) prior release, and does not apply to any non-conformity caused by Customer's failure to install a reasonably available Update.
6.1 Verification. Not more than once in any twelve (12) month period, and on at least thirty (30) days' prior written notice, Customer shall provide CodeRabbit with information reasonably sufficient to verify Customer's compliance with the license scope in these Self-Hosted Terms and the applicable Order Form, including the number of developer seats provisioned for use of the Self-Hosted Software.
6.2 Treatment. Any information Customer provides pursuant to Section 6.1 shall be treated as Customer Confidential Information under Section 7 of the Agreement. If verification indicates a shortfall in provisioned seats, CodeRabbit will invoice Customer for the difference at the applicable Order Form rate.
7.1 Suspension. In lieu of the suspension right set forth in Section 5.3 of the Agreement, upon the occurrence of any event described in Section 5.3(i) - (iii) of the Agreement, CodeRabbit may (a) suspend the delivery of Updates and support and (b) deactivate or decline to renew the License Key. Where practicable, CodeRabbit will provide Customer with commercially reasonable advance notice.
7.2 Effect of Termination. Section 5.4 (Effect of Termination) of the Agreement is supplemented such that, upon expiration or termination of the applicable Order Form or of the Agreement, Customer shall (a) immediately discontinue all use of the Self-Hosted Software, (b) delete or destroy all copies of the Self-Hosted Software (including all backup copies and the License Key) in Customer's possession or control, and (c) upon written request from CodeRabbit, certify such deletion or destruction in a writing signed by an authorized representative of Customer within thirty (30) days. Customer retains all right, title, and interest in Customer Data and Output stored in the Customer Environment.
8.1 Export Compliance. The Self-Hosted Software is subject to U.S. and other applicable export-control and sanctions laws. Customer shall not directly or indirectly export, re-export, or transfer the Self-Hosted Software or the License Key to any country, entity, or person that is the target of comprehensive economic sanctions or is otherwise prohibited from receiving the Self-Hosted Software under applicable law.
9.1 Additional Carveouts. In addition to the exceptions set forth in Section 10.2 (By CodeRabbit) of the Agreement, CodeRabbit's indemnification obligations shall not apply to any Claim to the extent arising from (a) Customer's failure to install an Update reasonably made available by CodeRabbit that would have avoided the Claim, or (b) Customer's operation of the Self-Hosted Software in the Customer Environment in a manner materially inconsistent with CodeRabbit's then-current published documentation.
10.1 Precedence. For any subscription to the Self-Hosted Software, the documents comprising the Agreement shall be given precedence in the following descending order in the event of a conflict: (a) the applicable Order Form; (b) these Self-Hosted Terms; (c) the body of the Agreement; and (d) Schedule A (SLA).