AI Services Addendum

1.1. “Acceptable Use Policy“ or “AUP“ means Linear’s then-current Acceptable Use Policy, available at https://linear.app/legal/aup or such other URL as Linear may designate from time to time.

1.2. “AI Service“ means any Linear artificial intelligence Service, artificial intelligence feature, or related functionality that Linear provides to Customer as part of the Service, including any feature in which Linear, using Linear’s account, API credentials, or billing relationship with one or more third-party AI model providers, invokes a generative or predictive artificial intelligence model on behalf of Customer or its Users.

1.3. “Credit“ means a unit of consumption for Metered AI Services. Credits are denominated in U.S. dollars, are fungible across all Metered AI Services, and are recorded in the ledger associated with Customer’s Workspace.

1.4. “Entitlement Credits“ means Credits granted by Linear to Customer as part of Customer’s paid subscription, on a per-paid-User basis or on a per-Workspace basis, as further described in Section 4 of this Addendum and as specified on the Pricing Page or in the Order Form.

1.5. “Metered AI Service“ means any AI Service that Linear designates as subject to usage-based billing. The current list of Metered AI Services is published on the Pricing Page. Linear may, in its sole discretion, add additional AI Services to, or remove existing AI Services from, the list of Metered AI Services from time to time by updating the Pricing Page.

1.6. “Output“ means the content generated and returned by an AI Service based on Prompts (e.g., text, images, audio, video, and/or code created in response to User input).

1.7. “Pricing Page“ means the page or pages at https://linear.app/pricing, or such other URL as Linear may designate from time to time, where Linear publishes (a) the current list of Metered AI Services; (b) pricing for Credits, including any package pricing, conversion rates between Credits and Metered AI Service usage, and overage rates; and (c) any other terms applicable to Metered AI Services that this Addendum expressly references to be specified on the Pricing Page.

1.8. “Promotional Credits“ means Credits granted by Linear to Customer or to specific Users on a gratuitous, revocable basis, including without limitation Credits granted upon the activation of a particular Metered AI Service, as part of a launch promotion, or as part of a goodwill gesture, as further described in Section 5 of this Addendum.

1.9. “Prompt“ means any text, images, audio, video, files, or other data or input that a User submits to an AI Service for the purpose of requesting Output.

1.10. “Purchased Credits“ means Credits that Customer purchases from Linear for a fee, including through the Service or pursuant to an Order Form, as further described in Section 6 of this Addendum.

1.11. “Subscription Year“ means each consecutive twelve (12) month period within the Subscription Period stated on an Order Form, commencing on the Subscription Start Date (or the relevant anniversary thereof) and ending on the day immediately preceding the next anniversary of the Subscription Start Date.

1.12. “Workspace“ means the Customer-administered environment within the Service to which Customer’s Users and Customer Data are associated and which serves as the unit at which Credits are pooled.

2.1. AI Services Generally. The Services may include AI Services. Linear may, in its sole discretion and at any time, add, remove, modify, or substitute the AI Services available through the Service. Additional information on the AI Services is available in the Documentation, the Pricing Page, and any applicable Order Form.

2.2. Metered AI Services. A subset of the AI Services is designated by Linear as Metered AI Services and is subject to the usage-based billing terms set forth in this Addendum. The current list of Metered AI Services is published on the Pricing Page. Linear may, in its sole discretion, designate additional AI Services as Metered AI Services or remove existing AI Services from the list of Metered AI Services by updating the Pricing Page, in each case effective as of the date of such update.

3.1. Credits. All usage of Metered AI Services is measured in Credits. Credits are denominated in U.S. dollars unless otherwise specified on the Order Form and are fungible across the then-current Metered AI Services. The conversion rate between Credits and a unit of usage for any particular Metered AI Service (e.g., a Coding Agent task or a Linear Agent action) is set forth on the Pricing Page and may vary depending on the AI model used and the complexity of the requested operation.

3.2. Workspace Pooling. Credits are pooled at the Workspace level. All Users authorized to access Metered AI Services within a Workspace draw from the same Credit pool, regardless of which User initiates a particular Metered AI Service action. Linear is not responsible for allocating Credit consumption among individual Users within a Workspace.

3.3. Categories of Credits. Credits in a Workspace fall into one or more of three categories: (a) Entitlement Credits (Section 4); (b) Promotional Credits (Section 5); and (c) Purchased Credits (Section 6). Each category is subject to the rules set forth in this Addendum, including with respect to expiration and consumption order.

4.1. Grant. Entitlement Credits are not granted by default with any subscription, AI Service, or Metered AI Service. Subject to Customer’s payment of subscription Fees and compliance with the Agreement, Linear may grant Entitlement Credits to Customer at the start of each Subscription Year in the amounts specified on the Pricing Page or in the applicable Order Form. The amount of Entitlement Credits granted may vary by subscription plan, paid User count, and Metered AI Service. Users on Customer’s free plan (if any) do not receive Entitlement Credits.

4.2. Expiration. Entitlement Credits expire at the earliest of:

(a) the end of the Subscription Year in which they were granted;

(b) the removal of the paid User to which they are tied, but solely with respect to Users added in excess of the User Quantity stated on the Order Form for the then-current Subscription Year (Entitlement Credits associated with Users at or below the User Quantity are not subject to this clause (b)); and

(c) the expiration or termination of the Agreement for any reason.

4.3. No Rollover. Entitlement Credits do not roll over upon (a) the start of a new Subscription Year; (b) Customer’s upgrade or downgrade between subscription plans; or (c) any other change in Customer’s subscription configuration. Upon any of the foregoing events, any unused Entitlement Credits are forfeited and Customer receives a fresh grant of Entitlement Credits in accordance with the new Subscription Year, plan, or configuration.

4.4. Non-Transferable; No Cash Value. Entitlement Credits are non-transferable, non-refundable, have no cash value, and may not be redeemed for cash or other consideration.

5.1. Grant. Linear may, in its sole discretion, grant Promotional Credits to Customer or to specific Users from time to time, including but not limited to (a) Promotional Credits granted upon the activation of a particular Metered AI Service by a workspace administrator; (b) Promotional Credits granted as part of a launch promotion, marketing campaign, or goodwill gesture; or (c) Promotional Credits granted on a one-time trial basis. The terms of each Promotional Credit grant, including its duration and any conditions on use, will be communicated to Customer at the time of grant, set forth on the Pricing Page, or otherwise made available within the Service.

5.2. Default Expiration. Unless Linear specifies a different duration at the time of grant, Promotional Credits expire on the earliest of: (a) thirty (30) days after the date of grant; (b) the date Customer ceases to be enrolled in the applicable Metered AI Service or subscription plan; and (c) the expiration or termination of the Agreement for any reason.

5.3. Gratuitous; Revocable; No Cash Value. Promotional Credits are gratuitous and are provided to Customer without consideration. Promotional Credits are revocable by Linear at any time and for any reason, in Linear’s sole discretion. Promotional Credits are non-transferable, non-refundable, have no cash value, and may not be redeemed for cash or other consideration. For the avoidance of doubt, the revocation, expiration, or non-availability of Promotional Credits shall not give rise to any refund obligation on the part of Linear or any claim by Customer.

5.4. Consumption Order. Promotional Credits are debited before Purchased Credits and otherwise in accordance with Section 7.1.

6.1. Purchase. Customer may purchase Credits (“Purchased Credits“) via the Service or pursuant to an Order Form. Each tranche of Purchased Credits is denominated in U.S. dollars in the amount Customer elects at the time of purchase.

6.2. Expiration. Purchased Credits expire twelve (12) months from the date of the applicable purchase transaction. Linear will use commercially reasonable efforts to provide advance notice of upcoming expirations via in-Service notifications and/or email to Customer’s administrative contacts, including at approximately ninety (90), sixty (60), and thirty (30) days prior to expiration. Notwithstanding the foregoing, failure to deliver such notice shall not extend the applicable expiration date.

6.3. Non-Refundable. Purchased Credits are non-refundable and have no cash value except as expressly stated in the Agreement or this Addendum. Customer’s payment for Purchased Credits is final upon completion of the purchase transaction.

7.1. Consumption Priority. Linear shall consume Credits in the following order: (a) the Credit with the earliest expiration date is consumed first; and (b) where multiple Credits share the same expiration date, the Credit granted or purchased earliest in time is consumed first. As a general matter, this consumption order will result in Promotional Credits being consumed before Entitlement Credits, and Entitlement Credits being consumed before Purchased Credits, but Linear’s express obligation is the rule set forth above in this Section 7.1.

7.2. Ledger. Linear shall maintain a ledger of Credit grants, purchases, consumption, and expirations associated with Customer’s Workspace, and shall make such ledger available in real time to Customer’s administrative Users through the Service. Customer must notify Linear in writing of any disputes concerning the Credit ledger within sixty (60) days of the relevant ledger entry, failing which such entries are deemed final and binding on Customer.

7.3. Workspace Deletion. Upon deletion of a Workspace, all unconsumed Credits in that Workspace are immediately and irrevocably forfeited as of the effective date of deletion. Customer acknowledges that Linear’s Workspace deletion flow includes administrator-confirmation safeguards, including a waiting period and a re-entry confirmation step. By initiating and confirming Workspace deletion, the workspace administrator acknowledges and agrees to such forfeiture on behalf of Customer.

7.4. Termination of Agreement. Upon expiration or termination of the Agreement for any reason, all unconsumed Credits in Customer’s Workspace are immediately and irrevocably forfeited as of the effective date of such expiration or termination. The foregoing applies notwithstanding anything to the contrary in the Agreement.

8.1. Temporary Overages. Linear may, in its discretion, permit Customer’s Credit balance to become negative in order to complete a Metered AI Service task that is already in progress at the time Customer’s available Credit balance is exhausted; (any such balance, a “Temporary Overage“). Linear may, at any time and in its sole discretion, prevent further usage of Metered AI Services until Customer’s Credit balance is replenished, including if Linear determines a Temporary Overage has reached a level Linear considers excessive.

8.2. Recovery of Temporary Overages. Customer hereby authorizes Linear to recover any Temporary Overages by: (a) applying the next Credit purchase by Customer against the outstanding Temporary Overage, in which case the corresponding portion of such Credit purchase will not be available as a Credit grant; and/or (b) if the Temporary Overage is not satisfied within sixty (60) days after first arising, charging Customer’s payment method on file in the amount of the outstanding Temporary Overage. This authorization is a recurring billing authorization for purposes of applicable law, including without limitation the Restore Online Shoppers’ Confidence Act, 15 U.S.C. § 8401 et seq., and the California Automatic Renewal Law, Cal. Bus. & Prof. Code § 17600 et seq.

8.3. Auto-Recharge. Customer may elect, through the Service, to enable automatic replenishment of Credits (“Auto-Recharge“). If Customer enables Auto-Recharge, Customer expressly authorizes Linear to: (a) automatically charge Customer’s designated payment method when Customer’s Credit balance falls below the trigger threshold Customer has set in the Service; and (b) issue the corresponding tranche of Purchased Credits to Customer’s Workspace, in the increment Customer has selected, on a recurring basis. Customer may disable Auto-Recharge at any time through the Service. Linear is not obligated to provide advance notice of individual Auto-Recharge transactions. The pricing applicable to Auto-Recharge purchases is the Credit pricing in effect at the time the Auto-Recharge transaction occurs.

8.4. Payment Method. Customer is responsible for maintaining current and valid payment method information. Customer authorizes Linear to retain Customer’s payment method information for the purposes of effecting the authorizations granted in this Section 8.

9.1. Pricing Page. Pricing for Metered AI Services, including the cost per Credit, conversion rates between Credits and units of usage of each Metered AI Service, available Credit packages, and any applicable overage rates, is published on the Pricing Page. Customer is responsible for reviewing the Pricing Page in connection with its use of the Metered AI Services.

9.2. Bundled Pricing. Customer is charged a bundled amount per Metered AI Service action or task. Customer is not separately charged for, and Linear is not obligated to disclose, the underlying costs that Linear incurs from third-party AI model providers, infrastructure providers, or other subcontractors in connection with the provision of Metered AI Services.

9.3. Pricing Changes. Linear may modify Credit pricing, conversion rates, Metered AI Service designations, package availability, and other terms applicable to Metered AI Services from time to time. Such changes will be reflected on the Pricing Page and shall take effect on the date posted, including with respect to (a) pricing applied to Customer’s future Credit purchases and Auto-Recharge transactions; and (b) the conversion rate between Credits and Metered AI Service usage for activity occurring after the effective date of the change. Customer’s continued use of the Metered AI Services after such posting constitutes Customer’s acceptance of the modified terms. For the avoidance of doubt, changes in Credit pricing or conversion rates do not retroactively affect (i) the Credit balance held in Customer’s Workspace at the time of the change; or (ii) charges already invoiced or transactions already completed.

9.4. Currency. All Credits and fees relating to Metered AI Services are denominated in U.S. dollars unless otherwise specified on the Order Form.

9.5. Taxes. Section 4.3 (Taxes) of the Agreement applies to all fees relating to Metered AI Services, including Purchased Credits and Auto-Recharge transactions.

9.6. Payment Methods. Customer may designate a different payment method for Purchased Credits and Auto-Recharge transactions than the payment method used for Customer’s subscription Fees. Linear may, in its discretion, require specific payment methods for specific Metered AI Service transactions.

Where the Order Form provides for a Subscription Period of more than twelve (12) months, the Subscription Period shall be treated as a series of consecutive Subscription Years for purposes of this Addendum. The following shall apply:

(a) Linear shall invoice Customer for Fees applicable to each Subscription Year at the start of that Subscription Year, in accordance with the Order Form;

(b) Linear has the option to grant Entitlement Credits to Customer at the start of each Subscription Year in accordance with Section 4;

(c) Customer’s commitment under any multi-year Subscription Period is non-cancellable for the full Subscription Period, and Customer remains obligated to pay all Fees due for each Subscription Year within the Subscription Period, in accordance with the Agreement and the Order Form; and

(d) Without limiting Section 4.3, any applicable Entitlement Credits granted in one Subscription Year do not roll over into the next Subscription Year.

11.1. Model Selection. Linear may, in its sole discretion, select, add, remove, substitute, or modify the underlying artificial intelligence models, model providers, and infrastructure providers powering the AI Services and Metered AI Services at any time, including by offering Customer or Customer’s administrators a choice among multiple models. Different AI models may consume Credits at different rates, which will be reflected on the Pricing Page. Customer acknowledges that use of certain underlying AI models may be subject to additional notices, disclaimers, brand attributions, or use restrictions required by the applicable model provider; Linear will pass through to Customer any such requirements that, by their terms, must be communicated to or accepted by Customer.

11.2. Output Variability. Customer acknowledges that (a) the same Prompt may produce different Outputs across different AI models, executions, or points in time; (b) Linear is not obligated to maintain availability of any particular AI model or model version; and (c) Linear’s selection, substitution, or modification of AI models shall not constitute a breach of this Addendum or the Agreement.

Linear is committed to the responsible development of the AI Services. Linear will use commercially reasonable efforts to develop Linear’s AI Services used to provide the Services to Customer in a manner designed to avoid unintended bias and discrimination in Output. Linear maintains information regarding its responsible AI practices on its website and trust center and will make such information available to Customer upon reasonable written request.

13.1. Customer Data. For purposes of this Addendum, the definition “Customer Data” in the Agreement includes (i) Prompts submitted by Customer to the AI Services and (ii) Output generated by the AI Services, both of which constitute Customer’s Confidential Information. As between Customer and Linear, Customer retains ownership of Customer Data. Linear retains ownership of Prompts provided by Linear (including without limitation system prompts, prompt templates, pre-configured instructions, and embedded prompt components), which constitute Linear’s Confidential Information.

13.2. Model Training (Linear). Linear will not use Customer Data, including Prompts or Outputs, to train, fine-tune, or otherwise improve Linear’s own AI models.

13.3. Model Training (Third-Party Providers). Linear engages third-party AI model providers that are listed on Linear’s then-current subprocessor list (available at the URL referenced in the DPA) as subprocessors. Linear’s agreements with such providers require that Customer Data not be used by such providers to train such providers’ own AI models. Linear shall maintain a current list of AI subprocessors on its trust center or the URL referenced in the DPA. Linear’s agreements with AI subprocessors also require that such providers process Customer Data in a zero-data-retention manner, where such processing is commercially available and technically supported by the subprocessor.

13.4. Opt-Out Persistence. If Customer has opted out of an AI Service orfeature through Customer’s administrator controls in the Service, Linear will not re-enable such AI Service or feature unless Customer re-enables such AI Service or feature through the Service or Customer expressly authorizes Linear in writing.

Linear’s rights and obligations in the Agreement with respect to the protection of Customer Data will apply to the AI Servicesand Metered AI Services. For example, Linear’s rights and obligations in the Data Processing Addendumincorporated into the Agreement by reference, with respect to the requests of data subjects will apply to the AI Services and Metered AI Services, including with respect to requests of data subjects seeking to access, discover, correct, or resolve inaccurate Customer Data and assistance to Customer in addressing data subject requests to restrict use of Customer Data.

15.1. To the extent required by laws and regulations applicable to Linear’s provision of the AI Services to Customer, Customer may request, and Linear will use commercially reasonable efforts to provide, information to assist Customer in responding to disclosures regarding the AI Services, including with respect to the transparency and explainability of AI Services developed or provided by Linear.

15.2. Linear will provide the AI Services in accordance with laws and government regulations applicable to Linear’s provision to its customers generally of the AI Services (i.e., laws and regulations that apply without regard for Customer’s particular use of the Services), subject to Customer’s and Users’ use of the AI Services in accordance with this Agreement, the Documentation, the AUP, and the applicable Order Form.

WITHOUT LIMITING THE “WARRANTY DISCLAIMER” SECTION OF THE AGREEMENT, CUSTOMER ACKNOWLEDGES AND AGREES THAT AI OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” LINEAR DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR FREEDOM FROM BIAS OR ERROR OF ANY AI OUTPUTS. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, EVALUATING, AND VALIDATING ALL AI OUTPUTS BEFORE USING OR RELYING UPON THEM, AND FOR ANY DECISIONS, ACTIONS, OR REPRESENTATIONS MADE BY OR ON BEHALF OF CUSTOMER IN RELIANCE ON SUCH AI OUTPUTS.

17.1. AUP Compliance. Customer’s use of the AI Services and Metered AI Services is subject to the AUP, which is incorporated into the Agreement by reference. Customer shall, and shall ensure that its Users, comply with the AUP at all times in connection with use of the AI Services and Metered AI Services. Linear may update the AUP from time to time by posting an updated version at the URL referenced in Section 1.1in accordance with Section 9 of the AUP.

17.2. Anti-Abuse Rights. Without limiting Linear’s other rights and remedies under the Agreement, Linear may, in its sole discretion and without notice (other than as required by law), throttle, rate-limit, suspend, or terminate Customer’s or any User’s access to the AI Services or Metered AI Services, and revoke or withhold Promotional Credits and Entitlement Credits, in response to: (a) automated, scripted, or non-human use of the AI Services not expressly authorized by Linear; (b) the creation of multiple Workspaces or User accounts by the same person or entity for the purpose of circumventing Credit limits, eligibility conditions for Promotional Credits, or other restrictions; (c) attempts to reverse engineer, extract training data from, or otherwise derive proprietary information from the AI Services, AI models, or AI Outputs; (d) use of the AI Services or Metered AI Services as a proxy, gateway, or reseller offering to provide AI capabilities to any third party; (e) any violation of the AUP; or (f) any violation of the Agreement.

In addition to Linear’s obligation to indemnify Customer as set forth in Section 8.1 of the Agreement (Linear’s Indemnification), Linear will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that Customer’s use of Output infringes or misappropriates such third party’s intellectual property rights and such Output was generated by an AI Service developed by Linear and included in an AI Service (“AI Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Linear in writing of, an AI Claim Against Customer, provided Customer (a) promptly gives Linear written notice of the AI Claim Against Customer, (b) gives Linear sole control of the defense and settlement of the AI Claim Against Customer (except that Linear may not settle any AI Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Linear all reasonable assistance, at Linear’s expense. If Linear receives information about an infringement or misappropriation claim related to Output, Linear may in its discretion and at no cost to Customer (i) modify the AI Services so that they are no longer generating the Output claimed to infringe or misappropriate, without breaching Linear’s warranties described in the Agreement, (ii) obtain a license for Customer’s continued use of the Output in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for the AI Service that is generating the Output that is the subject of the AI Claim Against Customer upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if: (I) the allegation does not state with specificity that the Output is the basis of the AI Claim Against Customer; (II) an AI Claim Against Customer arises from the use or combination of Output or any part thereof with software, hardware, data, processes, materials, or information not provided by Linear, if the Output or use thereof would not infringe without such combination; (III) an AI Claim Against Customer arises from a Third-Party Application, Output generated by a Customer-provided AI Model, or Customer’s breach of this Agreement, the Documentation, the AUP, or applicable Order Form; (IV) Customer or its Users knew or reasonably should have known that the Output was infringing or likely to infringe, or that the Prompt would likely generate Output that infringes or misappropriates third party intellectual property rights; (V) Customer or its Users failed to employ a safety feature made available by Linear that would otherwise have prevented the AI Claim Against Customer; (VI) Customer has modified, customized, or otherwise transformed the AI Services or Output; (VII) an AI Claim Against Customer relates to a third party’s patents, trademarks, trade dress, publicity rights, or privacy rights; (VIII) an AI Claim Against Customer arises from Customer Data or relates to Prompts; (IX) Customer did not have the appropriate rights to use the Prompt to generate the allegedly infringing Output; or (X) Customer uses such Output after becoming aware of the Output’s potential infringement or misappropriation or after receiving notice of an infringement claim from Linear, the rightsholder, or its authorized agent.

NOTWITHSTANDING THE “LIMITATION OF LIABILITY” SECTION OF THE AGREEMENT LINEAR’S LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 18 OF THIS ADDENDUM (ADDITIONAL INDEMNIFICATION BY LINEAR) WILL NOT EXCEED AN AMOUNT EQUAL TO THE GREATER OF (i) $3,000,000 USD; OR (ii) FIVE (5) TIMES THE FEES PAID OR PAYABLE BY CUSTOMER DURING THE SUBSCRIPTION PERIOD(S) OF THE THEN-CURRENT ORDER FORM(S).

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THIS ADDENDUM, LINEAR WILL HAVE NO LIABILITY FOR ANY BIAS OR DISCRIMINATION: (A) IN OUTPUT; OR (B) ARISING FROM CUSTOMER’S USE OF OUTPUT OR THE AI SERVICES.

20.1. Incorporation by Reference. The Pricing Page and the AUP, each as updated by Linear from time to time, are incorporated into this Addendum and the Agreement by reference.

20.2. Updates. Linear may update this Addendum from time to time in accordance with Section 11.3 of the Agreement, subject to the limitation that any such updates shall not materially reduce Customer’s rights or materially increase Customer’s obligations under this Addendum during the then-current Subscription Period, except (a) as required by law; (b) as necessary to address security risks or abuse of the Service; or (c) as necessary to comply with the requirements of Linear’s third-party AI model providers or other subprocessors.

20.3. Survival. Without limiting Section 5.4 (Survival) of the Agreement, Sections 7.3 (Workspace Deletion), 7.4 (Termination of Agreement), 9.4 (Currency), 9.5 (Taxes), 16 (Output Warranty Disclaimer), 18 (Additional Indemnification by Linear), and 19 (Limitation of Liability) of this Addendum shall survive any termination or expiration of the Agreement or this Addendum.