Atlassian's terms changed

REMOVEDAtlassian Cloud Terms of Service Effective starting: August 1, 2023 Thanks for using Atlassian's Cloud Products! These Atlassian Cloud Terms of Service (these "Terms" ) describe your rights and responsibilities as a customer of our Cloud Products. As applicable to the specific Cloud Product, if you are being invited or added to a Cloud Product set up by an Atlassian customer, the User Notice governs your access and use of the Cloud Product (and not these Terms). These Terms are between you and the Atlassian entity that owns or operates the Cloud Product that you are using or accessing listed here ("Atlassian", "we" or "us"). "You" means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don't have the legal authority to bind your employer or the applicable entity please do not click "I agree" (or similar button or checkbox) that is presented to you. PLEASE NOTE THAT IF YOU SIGN UP FOR A CLOUD PRODUCT USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD "YOU" IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY. These Terms are effective as of the date you first click "I agree" (or similar button or checkbox) or use or access a Cloud Product, whichever is earlier (the "Effective Date"). These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms by clicking "I agree" (or similar button or checkbox) at the time you register for a Cloud Product, create a Cloud Product account, or place an Order. For No-Charge Products, you also indicate your assent to these Terms by accessing or using the applicable No-Charge Product. 2. How Cloud Products are administered. 2.1. Administrators. Through the Cloud Products, you may be able to specify certain End Users as Administrators, who will have important rights and controls over your use of Cloud Products and End User Accounts. This may include making Orders for Cloud Products or enabling Apps (which may incur fees); creating, de-provisioning, monitoring or modifying End User Accounts, and setting End User usage permissions; and managing access to Your Data by End Users or others. Administrators may also take over management of accounts previously registered using an email address belonging to your domain (which become "managed accounts", as described in our Documentation). Without limiting Section 2.4 (Responsibility for End Users), which fully applies to Administrators, you are responsible for whom you allow to become Administrators and any actions they take, including as described above. You agree that our responsibilities do not extend to the internal management or administration of the Cloud Products for you. 2.2. Reseller as Administrator. If you order Cloud Products through a Reseller, then you are responsible for determining whether the Reseller may serve as an Administrator and for any related rights or obligations in your applicable agreement with the Reseller. As between you and Atlassian, you are solely responsible for any access by Reseller to your accounts or your other End User Accounts. 2.3. End User Consent. You will provide all required disclosures to and will obtain and maintain all required consents from End Users to allow: (i) Administrators to have the access described in these Terms and the Privacy Policy ; and (ii) Atlassian's provision of the Cloud Products to Administrators and End Users. You will provide evidence of such consents upon our reasonable request. 2.4. Responsibility for End Users. Our Cloud Products have various user onboarding flows. Some Cloud Products require users to be designated by Administrators; some allow users to sign up for individual accounts which can become associated with teams or organizations at a later time; and some may allow users to invite other users. You are responsible for understanding the settings and controls for each Cloud Product you use and for controlling whom you allow to become an End User. If payment is required for End Users to use or access a Cloud Product, then we are only required to provide the Cloud Products to those End Users for whom you have paid the applicable fees, and only such End Users are permitted to access and use the Cloud Products. Some Cloud Products may allow you to designate different types of End Users (for example, Jira Service Management distinguishes between "agents" and "customers"), in which case pricing and functionality may vary according to the type of End User. You are responsible for compliance with these Terms by all End Users, including for any payment obligations. Please note that you are responsible for the activities of all your End Users, including Orders they may place and how End Users use Your Data, even if those End Users are not from your organization or domain. We may display our User Notice to End Users at sign up, account creation, Cloud Product registration, or in-product. If you use single sign-on (SSO) for identity management of your Cloud Product(s) such that End Users will bypass these screens and our User Notice , you are responsible for displaying our User Notice to End Users and for any damages resulting from your failure to do so. 2.5. Credentials. You must require that all End Users keep their user IDs and passwords for the Cloud Products strictly confidential and do not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using End User Accounts and passwords, and you agree to immediately notify us of any unauthorized use of which you become aware. 2.6. Age Requirement for End Users. The Cloud Products are not intended for, and should not be used by, anyone under the age of 16. You are responsible for ensuring that all End Users are at least 16 years old. 2.7. Domain Name Ownership. Where you are required to specify a domain for the operation of a Cloud Product or certain Cloud Product features, we may verify that you own or control that domain. If you do not own or control the domain you specify, then we will have no obligation to provide you with the Cloud Product or Cloud Product features. 5. Terms that apply to Your Data. 5.1. Using Your Data to provide Cloud Products to You. You retain all right, title and interest in and to Your Data in the form submitted to the Cloud Products. Subject to these Terms, and solely to the extent necessary to provide the Cloud Products to you, you grant us a worldwide, limited term license to access, use, process, copy, distribute, perform, export, and display Your Data. Solely to the extent that reformatting Your Data for display in a Cloud Product constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. We may also access your accounts, End User Accounts, and your Cloud Products with End User permission in order to respond to your support requests. 5.2. Your Data Compliance Obligations. You and your use of Cloud Products (including use by your End Users) must comply at all times with these Terms, the Acceptable Use Policy and all Laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to submit all Your Data to the Cloud Products and to grant the rights granted to us in these Terms and (ii) Your Data and its submission and use as you authorize in these Terms will not violate (1) any Laws, (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any of your or third-party policies or terms governing Your Data. Other than our express obligations under Section 4 (Our security and data privacy policies), we assume no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of submitting and using it with the Cloud Products. 5.3. No Prohibited Sensitive Health Information. You will not (and will not permit anyone else to) provide to the Cloud Products (or use the Cloud Products to process) any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act or any similar health data protected under Law, unless expressly authorized by Atlassian in writing. 5.4. Your Indemnity. You will defend, indemnify and hold harmless us (and our Affiliates, officers, directors, agents and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) resulting from any claim arising from or related to (i) your breach of Section 2.3 (End User Consent) or any claims or disputes brought by your End Users arising out of their use of Cloud Products, (ii) your breach (or alleged breach) of Sections 5.2 (Your Data Compliance Obligations) or 5.3 (No Prohibited Sensitive Health Information); or (iii) Your Materials. This indemnification obligation is subject to you receiving (a) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense or settlement of such claim and (c) all reasonable necessary cooperation by us at your expense. 5.5. Removals and Suspension. We have no obligation to monitor any content uploaded to the Cloud Products. Nonetheless, if we deem such action necessary based on your violation of these Terms, including Our Policies, or in response to takedown requests that we receive following our guidelines for Reporting Copyright and Trademark Violations , we may (1) remove Your Data from the Cloud Products or (2) suspend your access to the Cloud Products. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions endanger the operation of the Cloud Product or other users, we may suspend your access or remove Your Data immediately without notice. We have no liability to you for removing or deleting Your Data from or suspending your access to any Cloud Products as described in this Section 5.5. 6. Using third-party products with the Cloud Products. 6.1. Third-Party Products. You (including your End Users) may choose to use or procure other third party products or services in connection with the Cloud Products, including Third Party Apps (see Section 6.2 (Marketplace Apps)) or implementation, customization, training or other services. Your receipt or use of any third party products or services (and the third parties' use of any of Your Data) is subject to a separate agreement between you and the third party provider. If you enable or use third party products or services with the Cloud Products (including Third Party Apps as referenced in Section 6.2 (Marketplace Apps)), we will allow the third party providers to access or use Your Data as required for the interoperation of their products and services with the Cloud Products. This may include transmitting, transferring, modifying or deleting Your Data, or storing Your Data on systems belonging to the third party providers or other third parties. Any third party provider's use of Your Data is subject to the applicable agreement between you and such third party provider. We are not responsible for any access to or use of Your Data by third party providers or their products or services, or for the security or privacy practices of any third party provider or its products or services. You are solely responsible for your decision to permit any third party provider or third party product or service to use Your Data. It is your responsibility to carefully review the agreement between you and the third party provider, as provided by the applicable third party provider. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OR VENDORS. 6.2. Marketplace Apps. As further described in the Atlassian Marketplace Terms of Use , the Atlassian Marketplace lists a variety of Apps that may be used with Cloud Products, including both Atlassian Apps and Third Party Apps. Atlassian Apps for Cloud Products are considered "Cloud Products" under these Terms (unless we specify otherwise through the Atlassian Marketplace). Third Party Apps are not Cloud Products and remain subject to their own applicable Vendor Terms. We may enable interoperation of the Cloud Products with Third Party Apps as set forth in Section 6.1 (Third-Party Products). The terms " Apps ", " Atlassian Apps ", " Third Party Apps ", " Vendor " and " Vendor Terms " are defined in the Atlassian Marketplace Terms of Use , which is a separate agreement governing use of the Atlassian Marketplace. 9. Billing, renewals, and payment. 9.1. Monthly and Annual Plans. Except for No-Charge Products, all Cloud Products are offered either on a monthly subscription basis or an annual subscription basis. 9.2. Renewals. Except as otherwise specified in your Order, unless either party cancels your subscription prior to expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term. You will provide any notice of non-renewal through the means we designate, which may include account settings in the Cloud Products or contacting our support team. Cancelling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable Cloud Product continuing to be offered and will be charged at the then-current rates. 9.3. Adding Users. You may add users, increase storage limits, or otherwise increase your use of Cloud Products by placing a new Order or modifying an existing Order. Unless otherwise specified in the applicable Order, we will charge you for any increased use at our then-current rates, prorated for the remainder of the then-current Subscription Term. 9.4. Payment. You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. If a PO number is required in order for an invoice to be paid, then you must provide such PO number to Atlassian by emailing the PO number to sales@atlassian.com . For Additional Services provided at any non-Atlassian location, unless otherwise specified in your Order, you will reimburse us for our pre-approved travel, lodging and meal expenses, which we may charge as incurred. Other than as expressly set forth in Section 10 (Our return policy), 18.3 (Warranty Remedy), Section 20 (IP Indemnification) or Section 24 (Changes to these Terms), all amounts are non-refundable, non-cancelable and non-creditable. You agree that we may bill your credit card or other payment method for renewals, additional users, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable. 9.5. Delivery. We will deliver the login instructions for Cloud Products to your account or through other reasonable means no later than when we have received payment of the applicable fees. You are responsible for accessing your account to determine that we have received payment and that your Order has been processed. All deliveries under these Terms will be electronic.

ADDEDAtlassian provides a wide range of products, services, and deployment options. As part of our dedication to building with heart and balance, we have developed the Atlassian Customer Agreement to encompass all these offerings in a comprehensive and customized manner. Our products adhere to an enterprise-level set of controls and policies that align with various international standards and market expectations. The agreement is crafted to be customer-friendly, undergoing regular updates informed by market practices and customer input. For further insight into our approach, please visit this page . Atlassian Customer Agreement Effective starting: August 17, 2026 This Agreement is between Customer and Atlassian. " Customer " means the entity on behalf of which this Agreement is accepted or, if that does not apply, the individual accepting this Agreement. " Atlassian " means the Atlassian entity that owns or operates the Products that Customer uses or accesses listed at https://www.atlassian.com/legal/product-terms. If you (the person accepting this Agreement) are accepting this Agreement on behalf of your employer or another entity, you agree that: (i) you have full legal authority to bind your employer or such entity to this Agreement, and (ii) you agree to this Agreement on behalf of your employer or such entity. If you are accepting this Agreement using an email address from your employer or another entity, then: (i) you will be deemed to represent that party, (ii) your acceptance of this Agreement will bind your employer or that entity to these terms, and (iii) the word "you" or "Customer" in this Agreement will refer to your employer or that entity. By clicking on the "Agree" (or similar button or checkbox) that is presented to you at the time of placing an Order, downloading Products, or by using or accessing the Products, you confirm you are bound by this Agreement. If you do not wish to be bound by this Agreement, do not click "Agree" (or similar button or checkbox), download the Products, or use or access the Products. 2. Use of Products 2.1. Permitted Use . Subject to this Agreement and during the applicable Subscription Term, Atlassian grants Customer a non-exclusive, worldwide right to use the Products and related Support and Advisory Services for its and its Affiliates' internal business purposes, in accordance with the Documentation and subject to Customer's Scope of Use, as specified in the Order and the Product-Specific Terms. 2.2. Restrictions . Except to the extent otherwise expressly permitted by this Agreement, Customer must not (and must not permit anyone else to): (a) rent, lease, sell, distribute or sublicense the Products or (except for Affiliates) include them in a service bureau or outsourcing offering, (b) provide access to the Products to a third party, other than to Users, (c) charge its customers a specific fee for use of the Products, but Customer may charge an overall fee for its own offerings (of which the Products are ancillary), (d) use the Products to develop a similar or competing product or service, (e) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Products, (f) modify or create derivative works of the Products, (g) interfere with or circumvent Product usage limits or Scope of Use restrictions, (h) remove, obscure or modify in any way any proprietary or other notices or attributions in the Products, or (i) violate the Acceptable Use Policy. 2.3. DPA . The DPA applies to Customer's use of Products and related Support and Advisory Services and forms part of this Agreement. 2.4. Benchmarking . Customer may conduct benchmarks or comparative assessments of the Products (each, an " Assessment "). If Customer, directly or through a third party, conducts or publicly discloses the results of an Assessment, (i) the disclosure must include all information necessary to replicate the Assessment and (ii) Customer grants Atlassian a right to conduct Assessments of Customer's products and services and, except for beta products or services, publicly disclose the results with all information necessary to replicate the Assessments. Customer must not publicly disclose the results of any Assessment of Free or Beta Products, or cause such results to be disclosed. 4. Cloud Products This Section 4 only applies to Cloud Products. 4.1. Customer Data . Atlassian may process Customer Data as specified in Section 6 (Purposes of the Processing) of Schedule 1 of the DPA. 4.2. Security Program . Atlassian has implemented and will maintain an information security program that uses appropriate physical, technical and organizational measures designed to protect Customer Data and Customer Materials from unauthorized access, destruction, use, modification or disclosure, as described in its Security Measures. Atlassian will also maintain a compliance program that includes independent third-party audits and certifications, as described in its Security Measures. Further information about Atlassian's security program is available on the Atlassian Trust Center at https://www.atlassian.com/trust , as updated from time to time. 4.3. Service Levels . Where applicable, the service level commitment for a Cloud Product is specified in the Service Level Agreement. 4.4. Data Retrieval . The Documentation describes how Customer may retrieve its Customer Data from the Cloud Products. 4.5. Removals and Suspension . Atlassian has no obligation to monitor Customer Data. Nonetheless, if Atlassian becomes aware that: (a) Customer Data may violate Law, Section 2.2 (Restrictions), or the rights of others (including relating to a takedown request received following the guidelines for Reporting Copyright and Trademark Violations at https://www.atlassian.com/legal/copyright-and-trademark-violations ), or (b) Customer's use of the Cloud Products threatens the security or operation of the Cloud Products, then Atlassian may: (i) limit access to, or remove, the relevant Customer Data, or (ii) suspend Customer's or any User's access to the relevant Cloud Products. Atlassian may also take any such measures where required by Law, or at the request of a governmental authority. When practicable, Atlassian will give Customer the opportunity to remedy the issue before taking any such measures. 4.6. AI Offerings . Cloud Products may be, or include access to, AI Offerings. Atlassian provides AI Offerings under the AI Terms . 5. Software Products This Section 5 only applies to Software Products. 5.1. Modifications . Atlassian may provide some portions of the Software Products in source code form for Customer to use internally to create bug fixes, configurations or other modifications of the Software Products, as permitted in the Documentation (" Modifications "). Customer must keep such source code secure (on computer devices and online repositories controlled by Customer), confidential, and only make it available to Customer's employees who have a legitimate need to access and use the source code to create and maintain Modifications. Customer may only use Modifications with the Software Products, and only in accordance with this Agreement, including the Third-Party Code Policy, the Documentation, and Customer's Scope of Use. Customer must not distribute source code or Modifications to third parties. Customer must securely destroy the source code at the earliest of: (a) Customer no longer needing to use source code to create or maintain Modifications, (b) termination or non-renewal of a relevant Subscription Term, or (c) Atlassian's request for any reason. Notwithstanding anything else in this Agreement, Atlassian has no support, warranty, indemnity or other responsibility for Modifications. 5.2. License Verification . Upon Atlassian's written request, Customer will promptly confirm in writing whether its use of the Software Products is in compliance with the applicable Scope of Use. Atlassian or its authorized agents may audit Customer's use of the Software Products no more than once every twelve (12) months to confirm compliance with Customer's Scope of Use, provided Atlassian gives Customer reasonable advance notice and uses reasonable efforts to minimize disruption to Customer. If Customer exceeds its Scope of Use, Atlassian may invoice for that excess use, and Customer will pay Atlassian promptly after invoice receipt. 5.3. Number of Instances . Unless otherwise specified in the Order or the Product-Specific Terms, Customer may install up to one (1) production instance of each Software Product included in an Order on systems owned or operated by Customer or its Users. 10. Billing and Payment 10.1. Fees . (a) Direct Purchases . If Customer purchases directly from Atlassian, fees and any payment terms are specified in Customer's Order with Atlassian. (b) Resellers . If Customer purchases through a Reseller, Customer must pay all applicable amounts directly to the Reseller, and Customer's order details (e.g., Products and Scope of Use) will be specified in the Order placed by the Reseller with Atlassian on Customer's behalf. (c) Renewals . Unless otherwise specified in an Order and subject to the Product, Support or Advisory Services continuing to be generally available, a Subscription Term will automatically renew at Atlassian's then current rates for: (i) if Customer's prior Subscription Term was for a period less than twelve (12) months, another Subscription Term of a period equal to Customer's prior Subscription Term, or (ii) if Customer's prior Subscription Term was for twelve (12) months or more, twelve (12) months. Either party may elect not to renew a Subscription Term by giving notice to the other party before the end of the current Subscription Term. Customer must provide any notice of non-renewal through account settings in the Products, by contacting Atlassian's support team or by otherwise providing Atlassian notice. (d) Increased Scope of Use . If Customer exceeds the Scope of Use purchased, unless otherwise agreed with Atlassian in writing, Customer must upgrade its subscription or pay for the increased Scope of Use. Unless otherwise specified in an applicable Order, Atlassian will charge Customer for any increased Scope of Use at Atlassian's then-current rates, which may be prorated for the remainder of the then-current Subscription Term. (e) Refunds . All fees and expenses are non-refundable, except as otherwise provided in this Agreement. For any purchases Customer makes through a Reseller, any refunds from Atlassian payable to Customer relating to that purchase will be remitted by that Reseller, unless Atlassian specifically notifies Customer otherwise at the time of refund. (f) Credit Cards . If Customer uses a credit card or similar online payment method for its initial Order, then Atlassian may bill that payment method for renewals, additional Orders, overages to scopes of use, expenses, and unpaid fees, as applicable. 10.2. Taxes . (a) Taxes Generally . Fees and expenses are exclusive of any sales, use, GST, value-added, withholding or similar taxes or levies that apply to Customer's Orders. Other than taxes on Atlassian's net income, Customer is responsible for any such taxes or levies and must pay those taxes or levies, which Atlassian will itemize separately, in accordance with an applicable invoice. (b) Withholding Taxes . To the extent Customer is required to withhold tax from payment to Atlassian in certain jurisdictions, Customer must provide valid documentation it receives from the taxing authority in such jurisdictions confirming remittance of withholding. This documentation must be provided at the time of payment of the applicable invoice to Atlassian. (c) Exemptions . If Customer claims exemption from any sales tax, VAT, GST or similar taxes under this Agreement, Customer must provide Atlassian a valid tax exemption certificate or tax ID at the time of Order, and after receipt of valid evidence of exemption, Atlassian will not include applicable taxes on the relevant Customer invoice. 10.3. Return Policy . Within thirty (30) days of its initial Order for a Product, Customer may terminate the Subscription Term for that Product, for any or no reason, by providing notice to Atlassian. Following such termination, upon request (which may be made through Customer's Atlassian account), Atlassian will refund Customer the amount paid for that Product and any associated Support under the applicable Order. Unless otherwise specified in the Policies or Product-Specific Terms, this return policy does not apply to Advisory Services. 10.4. Suspension for Non-payment . Atlassian may suspend Customer's rights to use Products or receive Support or Advisory Services if payment is overdue, and Atlassian has given Customer no fewer than ten (10) days' written notice. 11. Atlassian Warranties 11.1. Performance Warranties . Atlassian warrants to Customer that: (a) the Products will operate in substantial conformity with the applicable Documentation during the applicable Subscription Term, (b) Atlassian will not materially decrease the functionality or overall security of the Products during the applicable Subscription Term, and (c) Atlassian will use reasonable efforts designed to ensure that the Products, when and as provided by Atlassian, are free of any viruses, malware or similar malicious code (each, a " Performance Warranty "). 11.2. Performance Warranty Remedy . If Atlassian breaches a Performance Warranty and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue, Atlassian will use reasonable efforts to correct the non-conformity. If Atlassian determines such remedy to be impracticable, either party may terminate the affected Subscription Term. Atlassian will then refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. These procedures are Customer's exclusive remedy and Atlassian's entire liability for breach of a Performance Warranty. 11.3. Exclusions . The warranties in this Section 11 (Atlassian Warranties) do not apply to: (a) the extent the issue or non-conformity is caused by Customer's unauthorized use or modification of the Products, (b) unsupported releases of Software Products or Cloud Clients, or (c) Third-Party Products. 11.4. Disclaimers . Except as expressly provided in this Section 11 (Atlassian Warranties), the Products, Support and Advisory Services and all related Atlassian services and deliverables are provided "AS IS." Atlassian makes no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or non-infringement. Atlassian does not warrant that Customer's use of the Products will be uninterrupted or error-free. Atlassian is not liable for delays, failures or problems inherent in use of the internet and electronic communications or other systems outside Atlassian's control. 12. Term and Termination 12.1. Term . This Agreement commences on the date Customer accepts it and expires when all Subscription Terms have ended. 12.2. Termination for Convenience . Customer may terminate this Agreement or a Subscription Term upon notice for any reason. Subject to Section 10.3 (Return Policy), Customer will not be entitled to any refunds as a result of exercising its rights under this Section 12.2, and any unpaid amounts for the then-current Subscription Terms and any related service periods will become due and payable immediately upon such termination. 12.3. Termination for Cause . Either party may terminate this Agreement or a Subscription Term if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor, or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. If Customer terminates this Agreement or a Subscription Term in accordance with this Section 12.3, Atlassian will refund to Customer any pre-paid, unused fees for the terminated portion of the Agreement or applicable Subscription Term. 12.4. Effect of Termination . Upon expiration or termination of this Agreement or a Subscription Term: (a) Customer's rights to use the applicable Products, Support or Advisory Services will cease, (b) Customer must immediately cease accessing the Cloud Products and using the applicable Software Products and Cloud Clients, and (c) Customer must delete (or, on request, return) all license keys, access keys and any Product copies. Following expiration or termination, unless prohibited by Law, Atlassian will delete Customer Data in accordance with the Documentation. 12.5. Survival . These Sections survive expiration or termination of this Agreement: 2.2 (Restrictions), 4.2 (Security Program), 10.1 (Fees), 10.2 (Taxes), 11.4 (Disclaimers), 12.4 (Effect of Termination), 12.5 (Survival), 13 (Ownership), 14 (Limitations of Liability), 15 (Indemnification by Atlassian), 16 (Confidentiality), 17.4 (Disclaimer), 18 (Feedback), 20 (General Terms) and 21 (Definitions). 14. Limitations of Liability 14.1. Damages Waiver . Except for Excluded Claims or Special Claims, to the maximum extent permitted by Law, neither party will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance. 14.2. General Liability Cap . Except for Excluded Claims or Special Claims, to the maximum extent permitted by Law, each party's entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid to Atlassian for the Products, Support and Advisory Services giving rise to the liability during the twelve (12) months preceding the first event out of which the liability arose. Customer's payment obligations under Sections 10.1 (Fees) and 10.2 (Taxes) are not limited by this Section 14.2. 14.3. Excluded Claims . " Excluded Claims " means: (a) Customer's breach of Section 2.2 (Restrictions) or Section 6 (Customer Obligations), (b) either party's breach of Section 16 (Confidentiality) but excluding claims relating to Customer Data or Customer Materials, or (c) amounts payable to third parties under Atlassian's obligations in Section 15 (Indemnification by Atlassian). 14.4. Special Claims . For Special Claims, Atlassian's aggregate liability under this Agreement will be the lesser of: (a) two times (2x) the amounts paid to Atlassian for the Products, Support and Advisory Services giving rise to the Special Claim during the twelve (12) months preceding the first event out of which the Special Claim arose, and (b) US$5,000,000. " Special Claims " means any unauthorized disclosure of Customer Data or Customer Materials caused by a breach by Atlassian of its obligations in Section 4.2 (Security Program). 14.5. Nature of Claims and Failure of Essential Purpose . The exclusions and limitations in this Section 14 (Limitations of Liability) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose. 15. Indemnification by Atlassian 15.1. IP Indemnification . Atlassian must: (a) defend Customer from and against any third-party claim to the extent alleging that the Products, when used by Customer as authorized by this Agreement, infringe any intellectual property right of a third party (an " Infringement Claim "), and (b) indemnify and hold harmless Customer against any damages, fines or costs finally awarded by a court of competent jurisdiction (including reasonable attorneys' fees) or agreed in settlement by Atlassian resulting from an Infringement Claim. 15.2. Procedures . Atlassian's obligations in Section 15.1 (IP Indemnification) are subject to Customer providing Atlassian: (a) sufficient notice of the Infringement Claim so as to not prejudice Atlassian's defense of the Infringement Claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the Infringement Claim, and (c) all reasonably requested cooperation, at Atlassian's expense for reasonable out-of-pocket expenses. Customer may participate in the defense of an Infringement Claim with its own counsel at its own expense. 15.3. Settlement . Customer may not settle an Infringement Claim without Atlassian's prior written consent. Atlassian may not settle an Infringement Claim without Customer's prior written consent if settlement would require Customer to admit fault or take or refrain from taking any action (other than relating to use of the Products). 15.4. Mitigation . In response to an actual or potential Infringement Claim, Atlassian may, at its option: (a) procure rights for Customer's continued use of the Products, (b) replace or modify the alleged infringing portion of the Products without reducing the overall functionality of the Products, or (c) terminate the affected Subscription Term and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. 15.5. Exceptions . Atlassian's obligations in this Section 15 (Indemnification by Atlassian) do not apply to the extent an Infringement Claim arises from: (a) Customer's modification or unauthorized use of the Products, (b) use of the Products in combination with items not provided by Atlassian (including Third-Party Products), (c) any unsupported release of the Software Products or Cloud Clients, or (d) Third-Party Products, Customer Data or Customer Materials. 15.6. Exclusive Remedy . This Section 15 (Indemnification by Atlassian) sets out Customer's exclusive remedy and Atlassian's entire liability regarding infringement of third-party intellectual property rights.

16. Confidentiality.

REMOVEDExcept as otherwise set forth in these Terms, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party ( "Receiving Party" ) by the disclosing party ( "Disclosing Party" ) constitute the confidential property of the Disclosing Party ( "Confidential Information" ), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of Our Technology and any performance information relating to the Cloud Products will be deemed our Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 16 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 16. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. 17. Term and Termination. 17.1. Term. These Terms are effective as of the Effective Date and expire on the date of expiration or termination of all Subscription Terms. 17.2. Termination for Cause. Either party may terminate these Terms (including all related Orders) if the other party (a) fails to cure any material breach of these Terms within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). 17.3. Termination for Convenience. You may choose to stop using the Cloud Products and terminate these Terms (including all Orders) at any time for any reason upon written notice to us, but, unless you are exercising your right to terminate early pursuant to Section 10 (Our return policy), upon any such termination (i) you will not be entitled to a refund of any pre-paid fees and (ii) if you have not already paid all applicable fees for the then-current Subscription Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable. 17.4. Effects of Termination. Upon any expiration or termination of these Terms, you must cease using all Cloud Products and delete (or at our request, return) all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. You will not have access to Your Data (and we may delete all of Your Data unless legally prohibited) after expiration or termination of these Terms (or its applicable Subscription Term), so you should make sure to export Your Data using the functionality of the Cloud Products during the applicable Subscription Term. If you terminate these Terms in accordance with Section 17.2 (Termination for Cause), we will refund you any prepaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. If we terminate these Terms in accordance with Section 17.2 (Termination for Cause), you will pay any unpaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise. 17.5. Survival. The following provisions will survive any termination or expiration of these Terms: Sections 3.3 (Restrictions), 5.4 (Your Indemnity), 6.1 (Third-Party Products), 9.4 (Payment), 11 (Taxes not included), 14 (Evaluations, trials, and betas) (disclaimers and use restrictions only), 15 (IP Rights in the Cloud Products and Feedback), 16 (Confidentiality), 17 (Term and Termination), 18.4 (Warranty Disclaimer), 19 (Limitations of Liability), 20 (IP Indemnification) (but solely with respect to claims arising from your use of Cloud Products during the Subscription Term), 22 (Dispute Resolution) and 26 (General Provisions). 18. Warranties and Disclaimer. 18.1. Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms. 18.2. Our Warranties. We warrant, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials into the Cloud Products (but we are not responsible for harmful materials submitted by you or End Users) (the " Performance Warranty "). 18.3. Warranty Remedy. We will use commercially reasonable efforts, at no charge to you, to correct reported non-conformities with the Performance Warranty. If we determine corrections to be impracticable, either party may terminate the applicable Subscription Term. In this case, you will receive a refund of any fees you have pre-paid for use of the Cloud Product for the terminated portion of the applicable Subscription Term. The Performance Warranty will not apply: (i) unless you make a claim within thirty (30) days of the date on which you first noticed the non-conformity, (ii) if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services or equipment or (iii) to No-Charge Products. Our sole liability, and your sole and exclusive remedy, for any breach of the Performance Warranty are set forth in this Section 18. 18.4. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 18, ALL CLOUD PRODUCTS, SUPPORT AND ADDITIONAL SERVICES ARE PROVIDED "AS IS," AND WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE CLOUD PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE CLOUD PRODUCTS NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. 20. IP Indemnification. We will defend you against any claim brought against you by a third party alleging that the Cloud Products, when used as authorized under these Terms, infringe any third-party patent, copyright or trademark, or misappropriates any third-party trade secret enforceable in any jurisdiction that is a signatory to the Berne Convention (a "Claim"), and we will indemnify you and hold you harmless against any damages and costs finally awarded on the Claim by a court of competent jurisdiction or agreed to via settlement executed by us (including reasonable attorneys' fees), provided that we have received from you: (a) prompt written notice of the Claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the Claim, including providing us a copy of the Claim, all relevant evidence in your possession, custody, or control, and cooperation with evidentiary discovery, litigation, and trial, including making witnesses within your employ or control available for testimony; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim. If your use of the Cloud Products is (or in your opinion is likely to be) enjoined, whether by court order or by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure the right for your continued use of the Cloud Product in accordance with these Terms; (ii) substitute a substantially functionally similar Cloud Product; or (iii) terminate your right to continue using the Cloud Product and refund any prepaid amounts for the terminated portion of the Subscription Term. Our indemnification obligations above do not apply: (1) if the total aggregate fees we receive with respect to your subscription to a Cloud Product in the twelve (12) month period immediately preceding the Claim is less than US$50,000; (2) if the Cloud Product is modified by any party other than us, but solely to the extent the alleged infringement is caused by such modification; (3) if the Cloud Product is used in combination with any non-Atlassian product, software, service or equipment, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of Cloud Products; (5) to any Claim arising as a result of (y) Your Data or circumstances covered by your indemnification obligations in Section 5.4 (Your Indemnity) or (z) any third-party deliverables or components contained with the Cloud Products or (6) if you settle or make any admissions with respect to a Claim without our prior written consent. THIS SECTION 20 (IP INDEMNIFICATION) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY CLOUD PRODUCT OR OTHER ITEMS WE PROVIDE UNDER THESE TERMS. 22. Dispute Resolution. 22.1. Informal Resolution. In the event of any controversy or claim arising out of or relating to these Terms, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under these Terms pursuant to Section 22.2 (Governing Law; Jurisdiction). All negotiations pursuant to this Section 22.1 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions. 22.2. Governing Law; Jurisdiction. If you are domiciled outside of Europe, the Middle East or Africa (a) these Terms will be governed by and construed in accordance with the applicable laws of the State of California, USA, without giving effect to the principles of that State relating to conflicts of laws and (b) each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in San Francisco, California, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in San Francisco, California, USA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. If you are domiciled in Europe, the Middle East, or Africa (a) these Terms will be governed by and construed in accordance with the applicable laws of Ireland, without giving effect to the principles relating to conflicts of laws and (b) each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of Ireland, and each party irrevocably submits to the sole and exclusive jurisdiction of the courts of Ireland, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. In any action or proceeding to enforce a party's rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys' fees. 22.3. Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 22.1 (Informal Resolution) and 22.2 (Governing Law; Jurisdiction), nothing in these Terms will prevent us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction. 22.4. Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. The Uniform Computer Information Transactions Act (UCITA) will not apply to these Terms regardless of when or where adopted. 24. Changes to these Terms. We may modify the terms and conditions of these Terms (including Our Policies) from time to time, with notice to you in accordance with Section 26.1 (Notices) or by posting the modified Terms on our website. Together with notice, we will specify the effective date of the modifications. 24.1. No-Charge Products. You must accept the modifications to continue using the No-Charge Products. If you object to the modifications, your exclusive remedy is to cease using the No-Charge Products. 24.2. Paid Subscriptions. Except as otherwise indicated below, modifications to these Terms will take effect at the next renewal of your Subscription Term and will automatically apply as of the renewal date unless you elect not to renew pursuant to Section 9.2 (Renewals). Notwithstanding the foregoing, in some cases (e.g., to address compliance with Laws, or as necessary for new features) we may specify that such modifications become effective during your then-current Subscription Term. If the effective date of such modifications is during your then-current Subscription Term and you object to the modifications, then (as your exclusive remedy) you may terminate your affected Orders upon notice to us, and we will refund you any fees you have pre-paid for use of the affected Cloud Products for the terminated portion of the applicable Subscription Term. To exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the modifications. For the avoidance of doubt, any Order is subject to the version of these Terms in effect at the time of the Order. 24.3. Our Policies. We may modify Our Policies to take effect during your then-current Subscription Term in order to respond to changes in our products, our business, or Laws. In this case, unless required by Laws, we agree not to make modifications to Our Policies that, considered as a whole, would substantially diminish our obligations during your then-current Subscription Term. Modifications to Our Policies will take effect automatically as of the effective date specified for the updated policies. 26. General Provisions. 26.1. Notices. Any notice under these Terms must be given in writing. We may provide notice to you through your Notification Email Address, your account or in-product notifications. You agree that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice to you will be deemed given upon the first business day after we send it. You will provide notice to us by post to Atlassian Pty Ltd, c/o Atlassian, Inc., 350 Bush Street, Floor 13, San Francisco, CA, USA 94104, Attn: General Counsel. Your notices to us will be deemed given upon receipt. 26.2. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. 26.3. Assignment. You may not assign or transfer these Terms without our prior written consent. As an exception to the foregoing, you may assign these Terms in their entirety (including all Orders) to your successor resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under these Terms. Any attempt by you to transfer or assign these Terms except as expressly authorized above will be null and void. We may assign our rights and obligations under these Terms (in whole or in part) without your consent. We may also permit our Affiliates, agents and contractors to exercise our rights or perform our obligations under these Terms, in which case we will remain responsible for their compliance with these Terms. Subject to the foregoing, these Terms will inure to the parties' permitted successors and assigns. 26.4. Government End Users. Any United States federal, state, or local government customers are subject to the Government Amendment in addition to these Terms. 26.5. Entire Agreement. These Terms are the entire agreement between you and us relating to the Cloud Products and any other subject matter covered by these Terms, and supersede all prior or contemporaneous oral or written communications, proposals and representations between you and us with respect to the Cloud Products or any other subject matter covered by these Terms. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of these Terms, and any such document relating to these Terms will be for administrative purposes only and will have no legal effect. 26.6. Conflicts. In event of any conflict between the main body of these Terms and either Our Policies or Product-Specific Terms, Our Policies or Product-Specific Terms (as applicable) will control with respect to their subject matter. 26.7. Waivers; Modifications. No failure or delay by the injured party to these Terms in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. Except as set forth in Section 24 (Changes to these Terms), any amendments or modifications to these Terms must be executed in writing by an authorized representative of each party. 26.8. Interpretation. As used herein, "including" (and its variants) means "including without limitation" (and its variants). Headings are for convenience only. If any provision of these Terms is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect. 26.9. Independent Contractors. The parties are independent contractors. These Terms will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power or authority to create any duty or obligation of the other party. 27. Definitions. Certain capitalized terms are defined in this Section 27, and others are defined contextually in these Terms. " Additional Services " means Atlassian Advisory Services, premier or priority support or other services related to the Cloud Products we provide to you, as identified in an Order. For the avoidance of doubt, Additional Services do not include the standard level of support included in your subscription. " Administrators " mean the personnel designated by you who administer the Cloud Products to End Users on your behalf. " Affiliate " means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where "control" means the power to direct the management or affairs of an entity, and "ownership" means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity. " Cloud Products " means our hosted or cloud-based solutions (currently designated as "Cloud" deployments), including any client software we provide as part of the Cloud Products. " Documentation " means our standard published documentation for the Cloud Products, currently located here . " End User " means an individual you or an Affiliate permits or invites to use the Cloud Products. For the avoidance of doubt: (a) individuals invited by your End Users, (b) individuals under managed accounts, and (c) individuals interacting with a Cloud Product as your customer are also considered End Users. " End User Account " means an account established by you or an End User to enable the End User to use or access a Cloud Product. " Feedback " means comments, questions, ideas, suggestions or other feedback relating to the Cloud Products, Support or Additional Services. " Laws " means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and the exportation of technical or personal data. " Notification Email Address " means the email address(es) you used to register for a Cloud Product account or otherwise sign up for a Cloud Product. It is your responsibility to keep your email address(es) valid and current so that we are able to send notices, statements, and other information to you. " Order " means Atlassian's applicable online order page(s), flows, in-product screens or other Atlassian-approved ordering document or process describing the products and services you are ordering from us and, as applicable, their permitted scope of use. As applicable, the Order will identify: (i) the Cloud Products, (ii) the number of End Users, Subscription Term, domain(s) associated with your use of Cloud Products, storage capacity or limits, or other scope of use parameters and (iii) (for paid Orders) the amount or rate you will be charged, the billing and renewal terms, applicable currency, and form of payment. Orders may also include Additional Services and No-Charge Products. " Our Deliverables " means any materials, deliverables, modifications, derivative works or developments that we provide in connection with any Additional Services. " Our Policies " means our Acceptable Use Policy , guidelines for Reporting Copyright and Trademark Violations , Online Community Platforms Terms of Use , Privacy Policy , Support Policy , Enterprise Support and Services Policy , terms for Third Party Code in Atlassian Products , and (unless specified) any other policies or terms referenced in these Terms. " Our Technology " means the Cloud Products (including all No-Charge Products), Our Deliverables, their "look and feel", any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback. " PO " means a purchase order. " Product-Specific Terms " means additional terms that apply to certain Cloud Products and Additional Services, currently located here . " Subscription Term " means your permitted subscription period for a Cloud Product, as set forth in the applicable Order. " Support " means support for the Cloud Products, as further described in the Support Policy and Enterprise Support and Services Policy (to the extent applicable). Your Support level will be specified in the applicable Order. " Training " means Atlassian-provided training and certification services. " Your Data " means any data, content, code, video, images or other materials of any type that you (including any of your End Users) submit to Cloud Products. In this context, "submit" (and any similar term) includes submitting, uploading, transmitting or otherwise making available Your Data to or through the Cloud Products. " Your Materials " means your materials, systems, personnel or other resources.

ADDED16.1. Definition . " Confidential Information " means information disclosed by one party to the other under or in connection with this Agreement that: (a) is designated by the disclosing party as proprietary or confidential, or (b) should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Atlassian's Confidential Information includes any Product source code and technical or performance information about Free or Beta Products. Customer's Confidential Information includes Customer Data and Customer Materials. 16.2. Obligations . Unless expressly permitted by the disclosing party in writing, the receiving party must: (a) hold the disclosing party's Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, and (b) only use such Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose such Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Atlassian, the subcontractors referenced in Section 20.11 (Subcontractors and Affiliates)), provided the receiving party remains responsible for their compliance with this Section 16 (Confidentiality) and they are bound to confidentiality obligations no less protective than this Section 16 (Confidentiality). 16.3. Exclusions . These confidentiality obligations do not apply to information that the receiving party can demonstrate: (a) is or becomes publicly available through no fault of the receiving party, (b) it knew or possessed prior to receipt under this Agreement without breach of confidentiality obligations, (c) it received from a third party without breach of confidentiality obligations, or (d) it independently developed without using the disclosing party's Confidential Information. The receiving party may disclose Confidential Information if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the disclosing party in advance and cooperates, at the disclosing party's cost, in any reasonable effort to obtain confidential treatment. 16.4. Remedies . Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or anticipated breach of this Section 16 (Confidentiality). 20. General Terms 20.1. Compliance with Laws . Each party must comply with all Laws applicable to its business in its performance of obligations or exercise of rights under this Agreement. 20.2. Code of Conduct . Atlassian must comply with its Code of Conduct in its performance of obligations or exercise of rights under this Agreement. 20.3. Assignment . (a) Customer may not assign or transfer any of its rights or obligations under this Agreement or an Order without Atlassian's prior written consent. However, Customer may assign this Agreement in its entirety (including all Orders) to its successor resulting from a merger, acquisition, or sale of all or substantially all of Customer's assets or voting securities, provided that Customer provides Atlassian with prompt written notice of the assignment and the assignee agrees in writing to assume all of Customer's obligations under this Agreement and complies with Atlassian's procedural and documentation requirements to give effect to the assignment. (b) Any attempt by Customer to transfer or assign this Agreement or an Order, except as expressly authorized above, will be null and void. (c) Atlassian may assign its rights and obligations under this Agreement (in whole or in part) without Customer's consent. 20.4. Governing Law, Jurisdiction and Venue . (a) If Customer is domiciled: (i) in Europe, the Middle East, or Africa, this Agreement is governed by the laws of the Republic of Ireland, with the jurisdiction and venue for actions related to this Agreement in the courts of the Republic of Ireland, or (ii) elsewhere, this Agreement is governed by the laws of the State of California, with the jurisdiction and venue for actions related to this Agreement in the state and United States federal courts located in San Francisco, California. (b) This Agreement will be governed by such laws without regard to conflicts of laws provisions, and both parties submit to the personal jurisdiction of the applicable courts. The United Nations Convention on the International Sale of Goods does not apply to this Agreement. 20.5. Notices . (a) Except as specified elsewhere in this Agreement, notices under this Agreement must be in writing and are deemed given on: (i) personal delivery, (ii) when received by the addressee if sent by a recognized overnight courier with receipt request, (iii) the third business day after mailing, or (iv) the first business day after sending by email, except that email will not be sufficient for notices regarding Infringement Claims, alleging breach of this Agreement by Atlassian, or of Customer's termination of this Agreement in accordance with Section 12.3 (Termination for Cause). (b) Notices to Atlassian must be provided according to the details provided at https://www.atlassian.com/legal#how-do-i-provide-legal-notices-to-atlassian , as may be updated from time to time (c) Notices to Customer must be provided to the billing or technical contact provided to Atlassian, which may be updated by Customer from time to time in Customer's account portal. However, Atlassian may provide general or operational notices via email, on its website or through the Products. Customer may subscribe to receive email notice of updates to this Agreement, as described at https://www.atlassian.com/legal#notification-of-updates-in-terms-and-policies . 20.6. Entire Agreement . This Agreement is the parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In the event of a conflict among the documents making up this Agreement, the main body of this Agreement (i.e., Sections 1 through 21, inclusive) will control, except that the Policies, Product-Specific Terms and DPA will control for their specific subject matter. 20.7. Other Atlassian Offerings . Atlassian makes available other offerings that can be used with the Products which, in some cases, are subject to separate terms and conditions, available at https://www.atlassian.com/legal . These other offerings include training services, developer tools and the Atlassian Marketplace. For clarity, this Agreement controls over any such terms and conditions with respect to Customer's use of the Products (including any Atlassian Apps). 20.8. Interpretation, Waivers and Severability . In this Agreement, headings are for convenience only and "including" and similar terms are to be construed without limitation. Waivers must be granted in writing and signed by the waiving party's authorized representative. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect. 20.9. Changes to this Agreement . (a) Atlassian may modify this Agreement (which includes the Policies, Product-Specific Terms and DPA) from time to time, by posting the modified portion(s) of this Agreement on Atlassian's website. Atlassian must use commercially reasonable efforts to post any such modification at least thirty (30) days prior to its effective date. (b) For free subscriptions, modifications become effective during the then current Subscription Term, in accordance with Atlassian's notice. (c) For paid subscriptions: (i) except as specified below, modifications to this Agreement will take effect at the next Order or renewal unless either party elects to not renew pursuant to Section 10.1(c) (Renewals), and (ii) Atlassian may specify that modifications will become effective during a then-current Subscription Term if: (A) required to address compliance with Law, or (B) required to reflect updates to Product functionality or introduction of new Product features. If Customer objects, Customer may terminate the remainder of the then-current Subscription Term for the affected Products as its exclusive remedy. To exercise this right, Customer must notify Atlassian of its termination under this Section 20.9(c) within thirty (30) days of the modification notice, and Atlassian will refund any pre-paid fees for the terminated portion of the applicable Subscription Term. 20.10. Force Majeure . Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control and occurring without that party's fault or negligence. 20.11. Subcontractors and Affiliates . Atlassian may use subcontractors or its Affiliates in the performance of its obligations under this Agreement, but Atlassian remains responsible for its overall performance under this Agreement and for having appropriate written agreements in place with its subcontractors to enable Atlassian to meet its obligations under this Agreement. 20.12. Independent Contractors . The parties are independent contractors, not agents, partners or joint venturers. 20.13. Export Restrictions . The Products may be subject to U.S. export restrictions and import restrictions of other jurisdictions. Customer must comply with all applicable export and import Laws in its access to, use of, and download of the Products or any content or records entered into the Products. Customer must not (and must not allow anyone else to) export, re-export, transfer or disclose the Products or any direct product of the Products: (a) to (or to a national or resident of) any U.S. embargoed jurisdiction, (b) to anyone on any U.S. or applicable non-U.S. restricted- or denied-party list, or (c) to any party that Customer has reason to know will use the Products in violation of U.S. export Law, or for any restricted end user under U.S. export Law. 20.14. Government End-Users . If Customer is a United States federal, state or local government customer, this Agreement is subject to, and is varied by, the Government Amendment available at https://www.atlassian.com/legal/government-amendment . 20.15. No Contingencies . The Products, Support and Advisory Services in each Order are purchased separately and not contingent on purchase or use of other Atlassian products and services, even if listed in the same Order. Customer's purchases are not contingent on delivery of any future functionality or features. 21. Definitions " Acceptable Use Policy " means Atlassian's acceptable use policy available at https://www.atlassian.com/legal/acceptable-use-policy . " Advisory Services " means advisory services as described in the Advisory Services Policy. " Advisory Services Policy " means Atlassian's advisory services policy available at https://www.atlassian.com/legal/advisory-services-policy . " 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. " Agreement " means this Atlassian Customer Agreement, as well as the Product-Specific Terms, the DPA and the Policies. " AI Offerings " means AI Offerings as described in the AI Terms. " AI Terms " means the Atlassian AI terms available at https://www.atlassian.com/legal/ai-terms . " Atlassian Apps " means apps developed by Atlassian for use with Cloud Products or Software Products, as designated by Atlassian in the Atlassian Marketplace. " Atlassian Marketplace " means the online platform to purchase apps for Atlassian products currently branded the Atlassian Marketplace and accessible at https://marketplace.atlassian.com/. " Cloud Products " means Atlassian's cloud products, including client software for its cloud products (" Cloud Clients "). " Code of Conduct " means the Atlassian Code of Business Conduct & Ethics, available at https://investors.atlassian.com/governance/governance-documents/default.aspx. " Customer Data " means any data, content or materials provided to Atlassian by or at the direction of Customer or its Users via the Cloud Products, including from Third-Party Products. " Customer Materials " means materials and other resources that Customer provides to Atlassian in connection with Support or Advisory Services. " Documentation " means Atlassian's usage guidelines and standard technical documentation for the applicable Product, available at https://support.atlassian.com/ , unless otherwise specified in the Product-Specific Terms. " DPA " means the Atlassian data processing addendum available at https://www.atlassian.com/legal/data-processing-addendum. " Laws " means all applicable laws, regulations, conventions, decrees, decisions, orders, judgments, codes and requirements of any government authority (federal, state, local or international) having jurisdiction. " Order " means Atlassian's ordering document, online sign-up or other ordering process that Atlassian enables specifying the Products, Support or Advisory Services to be provided under this Agreement, accepted by Atlassian in accordance with Section 9 (Ordering Process and Delivery). " Policies " means the Acceptable Use Policy, Advisory Services Policy, guidelines for Reporting Copyright and Trademark Violations, Privacy Policy, Security Measures, Service Level Agreement, Support Policy, Third-Party Code Policy and any additional Atlassian policies specified in Product-Specific Terms. " Privacy Policy " means Atlassian's privacy policy available at https://www.atlassian.com/legal/privacy-policy . " Products " means the applicable Cloud Products or Software Products made available by Atlassian in connection with an Order. Products also include Atlassian Apps. " Product-Specific Terms " means terms that apply only to certain Products or features, available at https://www.atlassian.com/legal/product-terms , including the AI Terms. " Reseller " means a partner authorized by Atlassian to resell Atlassian's Products, Support and Advisory Services to customers " Scope of Use " means Customer's entitlements to the Products. Such entitlements may be based on: (a) number of licenses, copies or instances, (b) entity, division, business unit, website, or field of use, (c) number and type of Users, (d) number of queries, requests or other usage-based subscription units, or (e) other restrictions or billable units. " Security Measures " means Atlassian's security practices available at https://www.atlassian.com/legal/security-measures . " Service Level Agreement " means the service level commitments, if any, for a Cloud Product as described at https://www.atlassian.com/legal/sla . " Software Products " means Atlassian's installed software products and any generally-available bug fixes, updates and upgrades it provides to Customer, including through Support. " Subscription Term " means the term for Customer's use of or access to the Products and related Support and Advisory Services as identified in an Order. " Support " means the level of support for the Products corresponding to Customer's Scope of Use, as identified in the Support Policy. " Support Policy " means the Atlassian support offerings documentation available at https://confluence.atlassian.com/support/atlassian-support-offerings-193299636.html . " Third-Party Code Policy " means Atlassian's third-party code policy available at https://www.atlassian.com/legal/third-party-code-policy . " 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.

Related content Product-specific terms

REMOVEDExpanded Coverage Addendum

ADDEDAdvisory Services

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