• ·Legal information Reseller agreement

·Atlassian Reseller Agreement

·Effective starting: Aug 1, 2023

·This Atlassian Reseller Agreement (the "Agreement") is entered into by and between Atlassian Pty Ltd ("Atlassian" or "we"), an Australian corporation (ABN 53 102 443916), and the applicable reseller ("Reseller" or "you"). 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 this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the party that you represent. By placing an Order for Atlassian's Offerings to resell to a Customer, you indicate your assent to be bound by this Agreement. If you do not agree to the terms of this Agreement, do not place an Order to resell the Atlassian Offerings. Individually, either Reseller or Atlassian may be referred to as a "Party" and, together, Atlassian and Reseller may be referred to as the "Parties".

11. INTRODUCTION

·This Agreement sets forth the terms and conditions that apply to Reseller's placement of any Orders for resale of Atlassian's Offerings to a Customer. 2. DEFINITIONS

2.12.1. "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 fifty percent (50%) or more 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.

2.22.2. "Anti-Corruption Laws" means all anti-bribery and anti-corruption laws and regulations binding on a Party's business in connection with the performance of its obligations or exercise of its rights under this Agreement, including the United States Foreign Corrupt Practices Act, U.K. Bribery Act 2010 and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

2.32.3. "Applicable Data Protection Law" means any privacy and/or data protection laws, regulations and binding guidance that apply to the processing of Personal Data in connection with the respective Party's performance under this Agreement, or to the privacy of electronic communications, including, to the extent applicable, the General Data Protection Regulation (EU) 2016/679 ("GDPR"), Directive 2002/58/EC, the California Consumer Privacy Act, as may be amended from time to time ("CCPA") and any legislation or regulations implementing, replacing, amending or made pursuant to such laws.

2.42.4. "Brand Elements" means the trademarks, service marks, names, logos, marketing collateral or similar materials provided by a Atlassian for use under this Agreement.

2.52.5. "Customer" means an end-user customer of an Offering.

2.62.6. "Customer Agreement" means the then-current version of the Atlassian Customer Agreement (available at https://www.atlassian.com/legal/atlassian-customer-agreement), as may be periodically updated by Atlassian, or other customer agreement with Atlassian for use of the applicable Offerings.

2.72.7. "Effective Date" means the date on which you place an Order to resell the Offerings to a Customer pursuant to this Agreement.

2.82.8. "List Price" means the retail list price of the Offerings as displayed at https://www.atlassian.com/purchase/ (as amended from time to time by Atlassian and as may be specific to the Customer's country) or through Atlassian's quote and order form process set forth at https://www.atlassian.com/purchase/?purchaseMode=quote, in each case at the time Reseller places an Order.

2.92.9. "Offerings" means Atlassian's products and services, including those as described at https://www.atlassian.com/software and https://www.atlassian.com/enterprise/success and as modified from time to time. Offerings may include:

·(a) Atlassian's cloud products ("Cloud Products"),

·(b) Atlassian's installed software products and any generally-available bug fixes, updates and upgrades it provides to Customers ("Software Products"),

·(c) Atlassian Advisory Services, premier or priority support or other services related to the Cloud Products and Software Products,

·(d) Any related documentation or media provided by Atlassian, and

·(e) Apps provided through the Atlassian Marketplace, subject to Section 4.3 (Marketplace Apps).

2.102.10. "Order" means an order for the Offerings submitted by Reseller hereunder, on behalf of a Customer, using the quote and order form process set forth at https://www.atlassian.com/purchase/?purchaseMode=quote or other standard ordering process designated by Atlassian.

2.112.11. "Personal Data" means, as applicable, "personal data" as defined under GDPR, "personal information" as defined under CCPA, or any other personal data or personal information protected by laws and processed by a Party as set forth under this Agreement.

2.122.12. "Privacy Policy" means Atlassian's Privacy Policy available at https://www.atlassian.com/legal/privacy-policy.

2.132.13. "Scope of Use" means a Customer's authorized Scope of Use for the Offerings specified in an Order, which may include: (a) number and type of users, (b) number of licenses, copies or instances or (c) entity, division, business unit, website, or other restrictions or billable units. 3. RESELLER RIGHTS AND RESTRICTIONS

3.13.1. Resale of Offerings.

·(a) Limited Right to Resell Offerings. Subject to all of the terms and conditions of this Agreement, during the Term, Atlassian grants to Reseller a one-time, non-exclusive right to resell licenses or subscriptions (as applicable) to the Offerings directly to Customers, for the Customer's own use (i) within the applicable Scope of Use and (ii) pursuant to a Customer Agreement as further set forth in Section 4.2 (Customer Agreements and Warranties). All resales are subject to Reseller's submission and Atlassian's acceptance of the applicable Order in accordance with Section 7 (Orders and Payment).

·(b) No Indirect Sales. Reseller's rights under this Agreement are non-transferable and non-sublicensable. Reseller may not resell Offerings to Customers or third parties for further resale, redistribution, sharing or transfer. Nor may Reseller resell any Offerings except pursuant to Orders directly with Atlassian in accordance with this Agreement (e.g., Reseller may not resell Offerings purchased from other Atlassian resellers).

·(c) Atlassian-Provided Offerings. For clarity, Reseller will not act as a sublicensor or provider of the Offerings and has no right to rebrand, reframe, operate or control the Offerings. However, as to each Customer, Reseller will be solely responsible for ongoing account-related activities such as billing, collecting fees and refunds as further set forth in Section 7 (Orders and Payment).

3.23.2. License Restrictions. Reseller will not, and will not permit any third party to: (a) sell, provide access to, distribute or sublicense the Offerings to a third party except as expressly authorized in this Agreement; (b) incorporate the Offerings into Reseller's products or services or resell the Offerings on a bundled or OEM basis (but this does not prohibit Reseller from listing Offerings with Reseller or third-party products on a quote or invoice provided to Customers); (c) use the Offerings for Reseller's own benefit, or on behalf of, or to provide any product or service to, third parties (but this does not limit any separate Reseller access to Offerings under Section 5.1 (Access Through Customer Accounts)); (d) use the Offerings 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 Offerings, except to the extent expressly permitted by applicable law (and then only with prior notice to Atlassian); (f) modify or create derivative works of the Offerings; (g) copy any element of the Offerings; or (h) remove, obscure or modify in any way any proprietary or other notices or attributions in the Offerings. Without limiting the foregoing, Reseller may not market, advertise or resell the Offerings through any online store, except to the extent such restriction is prohibited by applicable law.

3.33.3. Identification as Reseller. During the Term, subject to this Agreement and any quality standards and usage guidelines that Atlassian specifically prescribes (including the Trademark Guidelines available at https://www.atlassian.com/legal/trademark), Atlassian grants Reseller the right to use Atlassian's Brand Elements solely in connection with identifying yourself as an Atlassian "Reseller" in connection with your authorized resale of the Offerings. Reseller will not advertise or market Atlassian's Offerings without clearly identifying Atlassian as the developer or provider of such Offerings. Reseller will promptly cease any use of Atlassian's Brand Elements upon request. At no time during or after the Term will Reseller (a) register or acquire any domain names that contain any terms that are the same or similar to the Offerings or Atlassian's domains, (b) challenge or assist others to challenge Atlassian's trademark rights in the Brand Elements or the registration thereof, (c) attempt to register or acquire any trademarks confusingly similar to those in the Brand Elements, or (d) use the Brand Elements except as expressly permitted in this Agreement. Reseller acknowledges that any unauthorized use of Atlassian's Brand Elements will constitute a material breach of this Agreement. Except as authorized herein, neither Atlassian nor Reseller may make any public announcement or other public disclosure about this Agreement or Atlassian and Reseller's relationship under this Agreement without obtaining the prior written approval of the other.

3.43.4. Non-Exclusive. The rights granted to Reseller hereunder are non-exclusive and nothing under this Agreement will be deemed to prohibit Atlassian from entering into any reseller, end-user license, services or other agreement with any party anywhere in the world either during or after the Term.

3.53.5. Affiliates and Contractors. Atlassian may permit its Affiliates and subcontractors to exercise its rights and fulfill its obligations under this Agreement, but remains responsible for its overall performance under this Agreement. Certain Offerings may be provided by Atlassian Affiliates as specified at https://www.atlassian.com/legal/product-terms.

3.63.6. Separate Corporate Reseller Program. Placing an Order for the resale of the Offerings under this Agreement does not enroll you in Atlassian's Corporate Reseller or Solution Partner Program. For more information on these programs, visit the Atlassian Partner Page at https://www.atlassian.com/partners. 4. CONDUCT AND OBLIGATIONS

4.14.1. Reseller Conduct. Reseller will represent Atlassian and the Offerings in a positive and professional manner at all times. Reseller shall ensure that any personnel who will be performing activities under this Agreement, prior to such performance, have satisfactorily completed a background investigation, reasonable for the given role, and subject to applicable law. Reseller acknowledges the principles set forth in Atlassian's Code of Business Conduct and Ethics, available at https://investors.atlassian.com/corporate-governance/governance-documents/default.aspx or such successor site, and will act consistently with those applicable to Reseller's performance under this Agreement. Reseller will not (a) disparage the Offerings, (b) represent itself as an agent or employee of Atlassian, (c) engage in any misleading, deceptive, illegal, or unethical conduct in connection with its performance under this Agreement, or (d) make any representations, guarantees, warranties or commitments regarding the Offerings: (i) in addition to or inconsistent with those in the product descriptions provided by Atlassian with respect to the Offerings or (ii) on Atlassian's behalf. If Reseller breaches this Section 4.1, without limiting its other remedies, Atlassian may terminate this Agreement with 10 days' prior notice.

4.24.2. Customer Agreements and Warranties. Each Customer's access to and use of the Offerings is subject to the applicable Customer Agreement. Reseller is responsible for ensuring each Customer has entered such Customer Agreement, at or before such Customer's purchase or use of the Offerings, in a manner that is legally binding upon the Customer. Upon written request by Atlassian, Reseller will promptly deliver to Atlassian evidence of each Customer's executed Customer Agreement. Reseller agrees to immediately notify Atlassian of any known or suspected breach of a Customer Agreement or other unauthorized use of the Offerings and to assist Atlassian in the enforcement of the terms of each Customer Agreement. Atlassian makes any warranties regarding the Offerings directly to the Customer as set forth in the Customer Agreement, and any refund provided as a remedy for such warranties will be provided in accordance with Section 7.7 (Customer Refunds and Service Credits). For clarity, Reseller has no authority to (and may not) alter, remove or negotiate the terms of the Customer Agreement.

4.34.3. Marketplace Apps. The Atlassian Marketplace (http://marketplace.atlassian.com) lists "Apps" that Reseller may resell if set forth in an Order accepted by Atlassian, some of which are provided by Atlassian ("Atlassian Apps") and others by third party vendors ("Third Party Apps") as indicated in the Marketplace. Notwithstanding anything to the contrary, Atlassian has no responsibility or liability for Third Party Apps and use of Third Party Apps is subject to the vendor's terms identified in the Marketplace ("Vendor Terms"), not the Customer Agreement. If Reseller resells Apps, Reseller must obtain the Customer's acceptance of (1) the then-current Atlassian Marketplace Terms of Use (available at https://www.atlassian.com/licensing/marketplace/termsofuse) and (2) the Vendor Terms for any applicable Third Party Apps, in each case in a manner that is legally binding upon the Customer. Atlassian grants no rights to Third Party Apps under Section 5 (Reseller Access to Offerings).

4.44.4. Reseller Services. Reseller has no rights under this Agreement to provide training or other services to Customer in connection with their use of the Offerings ("Reseller Services"). 5. RESELLER ACCESS TO OFFERINGS

5.15.1. Access Through Customer Accounts. If Reseller receives access to Offerings directly from a Customer (e.g., in Reseller's capacity as a contractor of Customer), then Reseller's access or use of any Offering on behalf of a Customer will remain subject to the applicable Customer Agreement between Atlassian and such Customer, with Reseller as an "Authorized User" (or other applicable end user) of such Customer under the Customer Agreement.

5.25.2. No Other Access; Separate Agreements. Except as expressly provided in this Section 5, Reseller receives no other access to the Offerings in connection with this Agreement. If Reseller purchases any Offerings for its own use, its use of such Offerings will be governed by the Customer Agreement between Reseller and Atlassian and not this Agreement. 6. OWNERSHIP

6.16.1. Reservation of Rights and Ownership. Neither Party grants the other Party any rights or licenses not expressly set forth in this Agreement. The Offerings (including any content or information contained therein) and all copies thereof are protected by copyright and other intellectual property laws and treaties. Atlassian and its suppliers have and will retain all rights, title and interest (including all patent rights, copyrights, trade secret rights, trademarks, service marks, related goodwill and confidential and proprietary information) in and to its Brand Elements (including all goodwill arising from their use), the Offerings, any underlying software and all copies, improvements, updates, modifications and enhancements of the foregoing (including any changes which incorporate any Feedback, as defined in Section 6.2 (Feedback)), and Reseller does not acquire any rights of ownership in any of the foregoing. Notwithstanding any use of terms such as "purchase", "sale" or likewise hereunder, all Offerings are offered by Atlassian on a license or subscription basis only.

6.26.2. Feedback. If Reseller provides Atlassian with feedback about the Offerings ("Feedback"), Atlassian may use the feedback without restriction. For clarity, this use right applies to any Feedback Reseller submits to Atlassian that was originally provided to Reseller by a Customer. All Feedback is provided "AS IS".

6.36.3. Development. This Agreement does not grant any rights to Atlassian's Developer Platform, which is subject to the Atlassian Developer Terms at https://developer.atlassian.com/platform/marketplace/atlassian-developer-terms/. The Parties will not conduct any joint development under this Agreement. 7. ORDERS AND PAYMENT

7.17.1. Orders. In order to resell an Offering and prior to committing to provide an Offering to any Customer, Reseller must place an Order with Atlassian specifying the Offerings that Reseller will resell, the applicable Customer and corresponding contact information, and the Customer's Scope of Use. No Order will be binding until accepted by Atlassian in its sole discretion (or otherwise in writing). Any Order placed by Reseller must correspond to an applicable order form by Customer for the Offerings and associated Scope of Use. Any additional or different terms in Reseller's order form with the Customer will not be binding upon Atlassian and Reseller will be solely liable for any claims arising from such terms. Accepted Orders are non-cancellable by Reseller, except to the extent otherwise set forth herein or in an Order. Atlassian may collect and use certain data and information in connection with Reseller's placement of an Order in accordance with the Privacy Policy.

7.27.2. Price and Payment. Each Order will set forth the Offerings and List Price. Reseller will pay all amounts due under this Agreement in United States Dollars, unless Atlassian designates another currency at the time of the Order. Payment is due when you submit your Order.

7.37.3. Customer Pricing; Collection. Reseller will independently determine the pricing at which it offers the Offerings to Customers. Reseller will be solely responsible for collecting all fees from Customers. Non-payment by Customers will not relieve Reseller of its obligation to pay fees to Atlassian. Atlassian reserves the right to cancel or suspend provision of the Offerings with respect to any Customer if it fails to receive payment from Reseller with respect to such Customer.

7.47.4. Delivery. Atlassian will deliver license keys, access keys or login or other instructions for access to the Offerings directly to the Customer contact specified in Reseller's Order in accordance with our standard delivery procedures. Atlassian will not deliver any Offerings covered by an Order to Reseller.

7.57.5. Taxes. Amounts payable by Reseller under this Agreement for Offerings exclude any taxes or duties payable in respect of the Offerings in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Atlassian, Reseller must pay to Atlassian the amount of such taxes or duties in addition to any amounts owed under this Agreement for the Offering at the time of the Order. Notwithstanding the foregoing, Reseller may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In such event, Reseller may provide to Atlassian any such exemption information, and Atlassian will use reasonable efforts to provide such invoicing documents as may enable Reseller to obtain a refund or credit for the amount so paid by Atlassian from any relevant revenue authority, if such a refund or credit is available. However, Atlassian will have no refund or credit obligation itself under this Section 7.5.

7.67.6. Records and Audit. Reseller will maintain complete, clear and accurate records of its transactions and performance under this Agreement, including evidence of each Customer's entry into the Customer Agreement. Upon 10 days' advance written notice, Reseller will permit Atlassian or its representative to audit Reseller's records to ensure Reseller's compliance with this Agreement. Any such audit will be conducted during normal business hours and in a manner designed to cause minimal impact on Reseller's ordinary business activities. Reseller will maintain all records required under this Agreement for at least 3 years following expiration or termination of the Agreement.

7.77.7. Customer Refunds and Service Credits. If a Customer exercises its right under the applicable Customer Agreement to terminate an order pursuant to Atlassian's return policy or to seek a refund or service credit, Reseller will promptly notify Atlassian and provide Atlassian with evidence of the Customer's request. Atlassian may, in its sole discretion: (a) issue the appropriate refund or service credit directly to the Customer in lieu of a refund or service credit to Reseller or (b) issue the refund or service credit to Reseller, which refund or service credit Reseller will promptly revert to the Customer. Other than as set forth in this Section 7.7, Atlassian will not issue any refunds or service credits to Reseller under this Agreement. 8. WARRANTIES AND DISCLAIMER

8.18.1. Warranties. Reseller represents and warrants that (a) it has the legal power and authority to enter into and perform its obligations under this Agreement, (b) its execution and performance of this Agreement will not violate any other agreement to which it is a party, and (c) it will comply with all laws applicable to its business in connection with its performance under this Agreement, including Applicable Data Protection Laws, import and export compliance laws and regulations and Anti-Corruption Laws, and will not give, offer or promise any item of value to any official, person or entity in violation of Anti-Corruption Laws.

8.28.2. Disclaimer. THE OFFERINGS, ANY SUPPORT AND ALL OTHER SERVICES ARE PROVIDED HEREUNDER "AS IS". EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY NOR OR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. 9. Indemnification

9.19.1. Indemnification by Reseller. Reseller will defend, indemnify and hold harmless Atlassian and its officers, directors, employees, representatives and agents from and against any third-party claim brought against such Atlassian parties, and any resulting losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees), to the extent arising from or relating to: (a) your breach or alleged breach of this Agreement or your conduct in connection with resale or marketing of the Offerings, (b) your issuance of any warranty or representation regarding Atlassian or its Offerings not specified in the Customer Agreement, or (c) your breach of Section 4.4 "Reseller Services".

9.29.2. Procedures. Reseller's obligations in this Section 9 are subject to receiving (a) prompt written notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified Party, at the indemnifying Party's expense for reasonable out-of-pocket costs. The indemnifying Party may not settle a claim without the indemnified Party's prior written consent (not to be unreasonably withheld) if the settlement would require the indemnified Party to admit fault or take or refrain from taking any action (other than ceasing use or sale of infringing materials, when Atlassian is the indemnifying Party). The indemnified Party may participate in the defense of any claim with its own counsel at its own expense. 10. CONFIDENTIAL INFORMATION

10.110.1. Definition. "Confidential Information" means information disclosed under this Agreement that is designated by the disclosing Party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Atlassian's Confidential Information includes the terms and conditions of this Agreement, the Offerings, any technical or performance information about the Offerings, any non-public documentation provided by Atlassian and any new product information regarding the Offerings.

10.210.2. Obligations. As receiving Party, each Party will (a) hold the disclosing Party's Confidential Information in confidence and not disclose such Confidential Information 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 the disclosing Party's Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 10 and they are bound to confidentiality obligations no less protective than this Section 10.

10.310.3. Exclusions. These confidentiality obligations do not apply to information that the receiving Party can document (a) is or becomes public knowledge through no fault of the receiving Party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully 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 the disclosing Party's Confidential Information if required by law, subpoena or court order, provided, if permitted by law, it notifies the disclosing Party in advance.

10.410.4. 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 threatened breach of this Section 10. 11. TERM AND TERMINATION

11.111.1. Term. This Agreement is effective as of the Effective Date and continues for an initial term of 12 months and will renew for successive 12-month periods to the extent there is an active Order, unless either Party gives the other Party notice of non-renewal at least 30 days before the current term ends (the "Term").

11.211.2. Termination. Either Party may terminate this Agreement for no reason or any reason upon 30 days' prior written notice. Either Party may also terminate this Agreement or an applicable Order if the other Party fails to cure a material breach of this Agreement within 15 days after notice of such breach. Upon notice, Atlassian may suspend Reseller's participation as a reseller for breach of this Agreement or may terminate this Agreement if Atlassian ceases to offer the Atlassian Reseller Program or determines that termination is necessary to comply with laws or to avoid liability or harm to its services, reputation, Customers or users. Except where an exclusive remedy may be specified in this Agreement, termination is not an exclusive remedy, and the exercise by either Party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

11.311.3. Consequences of Termination. Upon any expiration or termination of this Agreement, Reseller will (a) cease to be an authorized reseller of Offerings, (b) immediately cease all advertising, marketing and other resale activities with respect to the Offerings, (c) cease use of the Offerings to the extent permitted under the Agreement, and any Brand Elements or other Atlassian resources provided under this Agreement and destroy any and all copies of such Offerings and Brand Elements, (d) immediately pay Atlassian any outstanding unpaid amounts and (e) pay Atlassian the amounts, if any, which come due under any Order accepted prior to the date of termination as such amounts come due. In addition, upon any expiration or termination of this Agreement, each Party will return or destroy (at the other Party's option) any Confidential Information of the other Party in its possession or control, provided that each Party may maintain reasonable copies to the extent required by applicable law or for archiving purposes in accordance with its record retention policies.

11.411.4. Customer Agreements. Any Customer licenses or subscriptions granted prior to the termination of the Agreement will survive in accordance with the terms of the applicable Customer Agreement, provided that in no event may such licenses be extended or renewed without the prior written consent of Atlassian. The Parties agree to continue cooperating to carry out an orderly termination of their relationship, and to the extent a Customer desires to purchase Offerings (including renewals and increasing user tiers) following termination of the Agreement, Reseller will refer the Customer to Atlassian and fully cooperate with Atlassian in connection therewith. Atlassian will have no liability to Reseller of any type arising from termination of this Agreement in accordance with its terms. To the extent a Customer notifies Reseller or Atlassian that it wishes to terminate an order with Reseller prior to the Subscription Term End Date as set forth in such order with Reseller in accordance with the Customer's terms with the Reseller, and purchase Offerings through another Atlassian reseller or Atlassian, then Reseller agrees to reasonably cooperate with Atlassian in transferring applicable access or other requisite rights to the Offerings under the terminated Order to Customer or Customer's selected alternate reseller.

11.511.5. Survival. Sections 2 (Definitions), 3.2 (License Restrictions), 3.3 (Non-Exclusive), 4.4 (Reseller Services), 6 (Ownership), 7.2 (Price and Payment) (with respect to payment obligations accrued as of the date of expiration or any termination), 7.5 (Taxes), 7.6 (Records and Audit), 7.7 (Customer Refunds and Service Credits), 8.2 (Disclaimer), 9 (Indemnification), 10 (Confidential Information), 11 (Term and Termination), 12 (Limitation of Liability), 13 (Dispute Resolution), 15 (Changes to Agreement) and 16 (General Provisions) will survive any termination of this Agreement. 12. LIMITATION OF LIABILITY

12.112.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS OR AFFILIATES) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

12.212.2. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S (AND ITS SUPPLIERS' AND AFFILIATES') AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY RESELLER TO ATLASSIAN WITH RESPECT TO THE ORDER THAT IS THE SUBJECT OF THIS AGREEMENT.

12.312.3. Excluded Claims. "Excluded Claims" means (a) Reseller's breach of Sections 3 (Reseller Rights and Restrictions), 4 (Conduct and Obligations), (b) amounts payable to third parties by Reseller under Section 9 (Indemnification) or (c) either Party's breach of Section 10 (Confidential Information).

12.412.4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 12 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 specified in this Agreement is found to have failed of its essential purpose. 13. DISPUTE RESOLUTION

13.113.1. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in San Francisco, California, and both parties submit to the personal jurisdiction of those courts.

13.213.2. Injunctive Relief; Enforcement. Notwithstanding Section 13.1 (Governing Law; Jurisdiction and Venue), nothing in this Agreement will prevent either Party 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.

1414. EXPORT RESTRICTIONS. Reseller agrees to comply with all relevant U.S. and foreign export and import laws in using the Offerings. Without limiting the foregoing, (a) Reseller represents and warrants that it is not, and that it will not market or resell the Offerings to any party that is, listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country and (b) Reseller will not (and will not permit any of its users to) access or use the Offerings in violation of any U.S. export embargo, prohibition or restriction or with any information controlled under the U.S. International Traffic in Arms Regulations.

1515. CHANGES TO AGREEMENT. Atlassian may update this Agreement from time-to-time at its sole discretion by posting the updated terms to this site or a successor site. The version of this Agreement in place at the time each Order is submitted is the version that will govern such Order. Except as provided in this Section 15, all changes or amendments to this Agreement require the written agreement of you and Atlassian. 16. GENERAL PROVISIONS

16.116.1. Contact Information. Except as otherwise set out in this Agreement, please direct your communications concerning thise Agreement to legal@atlassian.com. Atlassian may send you notices to your email address that is on file with Atlassian, which you have provided when placing an Order, or through your Atlassian account.

16.216.2. Force Majeure. Neither Party will be liable to the other 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, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license, pandemic or natural disaster.

16.316.3. Assignment. Neither Party may assign or transfer this Agreement without the other Party's prior written consent. As an exception to the foregoing, either Party may assign this Agreement in its entirety to an Affiliate, or to its successor resulting from a merger, acquisition or sale of all or substantially all of its assets or voting securities, provided that the assignee is financially and technically able to, and agrees in writing to, assume all of assignor's obligations under this Agreement. Any attempt to transfer or assign this Agreement except as expressly authorized above will be null and void. Subject to the foregoing, this Agreement will inure to the Parties' permitted successors and assigns.

16.416.4. Entire Agreement. This Agreement constitutes the entire, complete and exclusive agreement between the Parties and supersedes all previous agreements or representations, oral or written, relating to the subject matter hereof. In the event of conflict or inconsistency between any such terms and conditions, the following order of precedence will apply: 1) the Order, 2) this Agreement and 3) any other terms or documentation attached hereto or referenced herein. Except for an Order executed by Atlassian, no purchase order or ordering documents which purports to modify or supplement this Agreement will add to or vary the terms of this Agreement.

16.516.5. Waivers; Severability. No failure or delay by the injured Party to this Agreement 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. Waivers must be signed by the waiving Party's authorized representative and cannot be implied from conduct. 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.

16.616.6. Interpretation. As used herein, "including" (and its variants) means "including without limitation" (and its variants), and "hereunder" refers to this Agreement in its entirety. Headings are for convenience only. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.

16.716.7. Independent Contractors. The Parties are independent contractors. This Agreement 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.

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• ·Legal information Atlassian Customer Agreement

·Atlassian 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: October 1, 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.

11. Overview

·This Agreement applies to Customer's Orders for Products and related Support and Advisory Services. The terms of this Agreement apply to both Cloud Products and Software Products, although certain terms apply only to Cloud Products or Software Products, as specified below. In addition, some Products are subject to additional Product-Specific Terms, and Support and Advisory Services are subject to the applicable Policies.

22. Use of Products

2.12.1. 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.

2.22.2. 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.

2.32.3. DPA. The DPA applies to Customer's use of Products and related Support and Advisory Services and forms part of this Agreement.

2.42.4. 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.

33. Users

3.13.1. Responsibility. Customer may authorize Users to access and use the Products, in accordance with the Documentation and Customer's Scope of Use. Customer is responsible for its Users' compliance with this Agreement and all activities of its Users, including Orders they may place, apps and Third Party-Products enabled, and how Users access and use Customer Data.

3.23.2. Login Credentials. Customer must ensure that each User keeps its login credentials confidential and must promptly notify Atlassian if it becomes aware of any unauthorized access to any User login credentials or other unauthorized access to or use of the Products.

3.33.3. Domain Ownership. Where a Cloud Product requires Customer to specify a domain (such as www.example.com) for the Cloud Product's or a feature's operation, Atlassian may verify that Customer or an Affiliate owns or controls that domain. Atlassian has no obligation to provide that Cloud Product or feature if Atlassian cannot verify that Customer or an Affiliate owns or controls the domain. Product administrators appointed by Customer may also take over management of accounts previously registered using an email address belonging to Customer's domain, which become "managed accounts" (or similar term), as described in the Documentation

3.43.4. Age Requirements. The Products are not intended for use by anyone under the age of 16. Customer is responsible for ensuring that all Users are at least 16 years old.

44. Cloud Products

·This Section 4 only applies to Cloud Products.

4.14.1. Customer Data. Atlassian may process Customer Data as specified in Section 6 (Purposes of the Processing) of Schedule 1 of the DPA.

4.24.2. 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.

4.34.3. Service Levels. Where applicable, the service level commitment for a Cloud Product is specified in the Service Level Agreement.

4.44.4. Data Retrieval. The Documentation describes how Customer may retrieve its Customer Data from the Cloud Products.

4.54.5. 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.

4.64.6. AI Offerings. Cloud Products may be, or include access to, AI Offerings. Atlassian provides AI Offerings under the AI Terms.

4.74.7 Usage-Based Offerings. Cloud Products may be, or include access to, Usage-Based Offerings. Atlassian provides Usage-Based Offerings under the Usage-Based Offering Terms.

55. Software Products

·This Section 5 only applies to Software Products.

5.15.1. 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.

5.25.2. 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.

5.35.3. 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.

66. Customer Obligations

6.16.1. Disclosures and Rights. Customer must ensure it has made all disclosures and obtained all rights and consents necessary for Atlassian to use Customer Data as specified in Section 4.1 (Customer Data) and Customer Materials as specified in Section 8 (Support and Advisory Services).

6.26.2. Product Assessment. Customer is responsible for determining whether the Products meet Customer's requirements and any regulatory obligations related to its intended use.

6.36.3. Sensitive Health Information and HIPAA. Unless the parties have entered into a 'Business Associate Agreement,' Customer must not (and must not permit anyone else to) upload 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.

77. Third-Party Code and Third-Party Products

7.17.1. Third-Party Code. This Agreement and the Third-Party Code Policy apply to open source software and commercial third-party software Atlassian includes in the Products.

7.27.2. Third-Party Products. Customer may choose to use the Products with third-party platforms, apps, add-ons, services or products, including offerings made available through the Atlassian Marketplace ("Third-Party Products"). Use of such Third-Party Products with the Products may require access to Customer Data and other data by the third-party provider, which, for Cloud Products Atlassian will permit on Customer's behalf if Customer has enabled that Third-Party Product. Likewise, such use of Third-Party Products may entail access to Third-Party Product data by Atlassian. Customer's use of Third-Party Products is subject to the relevant provider's terms of use, not this Agreement, but data sent from the Third-Party Product to Customer's Atlassian account is subject to this Agreement. Atlassian does not control and has no liability for Third-Party Products. Atlassian makes no warranty that the Products will, or will continue to, connect or interoperate with any Third-Party Product.

88. Support and Advisory Services

·Atlassian will provide Support and Advisory Services as described in the Order and applicable Policies. Atlassian's provision of Support or Advisory Services is subject to Customer providing timely access to Customer Materials and personnel reasonably requested by Atlassian.

99. Ordering Process and Delivery

·No Order is binding until Atlassian provides its acceptance, including by sending a confirmation email, providing access to the Products, or making license or access keys available to Customer. No terms of any purchase order or other business form used by Customer will supersede, supplement, or otherwise apply to this Agreement or Atlassian. Atlassian will deliver login instructions or license keys for Products electronically, to Customer's account (or through other reasonable means) promptly upon receiving payment of the fees. Customer is responsible for the installation of Software Products, and Atlassian has no further delivery obligations with respect to the Software Products after delivery of license keys.

1010. Billing and Payment

10.110.1. 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.

10.210.2. 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.

10.310.3. 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.

10.410.4. 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.

1111. Atlassian Warranties

11.111.1. 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").

11.211.2. 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.

11.311.3. 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.

11.411.4. 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.

1212. Term and Termination

12.112.1. Term. This Agreement commences on the date Customer accepts it and expires when all Subscription Terms have ended.

12.212.2. 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.

12.312.3. 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.

12.412.4. 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.

12.512.5. 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).

1313. Ownership

·Except as expressly specified in this Agreement, neither party grants the other any rights or licenses to its intellectual property under this Agreement. As between the parties, Customer owns all intellectual property and other rights in Customer Data and Customer Materials provided to Atlassian or used with the Products. Atlassian and its licensors retain all intellectual property and other rights in the Products, any Support and Advisory Services deliverables and related source code, Atlassian technology, templates, formats and dashboards, including any modifications or improvements.

1414. Limitations of Liability

14.114.1. 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.

14.214.2. 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.

14.314.3. 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).

14.414.4. 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).

14.514.5. 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.

1515. Indemnification by Atlassian

15.115.1. 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.

15.215.2. 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.

15.315.3. 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).

15.415.4. 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.

15.515.5. 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.

15.615.6. 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.

1616. Confidentiality.

16.116.1. 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.

16.216.2. 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).

16.316.3. 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.

16.416.4. 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).

1717. Free or Beta Products

17.117.1. Access. Customer may receive access to certain Products or Product features on a free, fully discounted or trial basis, or as an alpha, beta or early access offering ("Free or Beta Products"). Use of Free or Beta Products is subject to this Agreement and any additional terms specified by Atlassian, such as the applicable scope and term of use.

17.217.2. Termination or Modification. At any time, Atlassian may terminate or modify Customer's use of (including applicable terms) Free or Beta Products or modify Free or Beta Products, without any liability to Customer. For modifications to Free or Beta Products or Customer's use, Customer must accept those modifications to continue accessing or using the Free or Beta Products.

17.317.3. Pre GA. Free or Beta Products may be inoperable, incomplete or include errors and bugs or features that Atlassian may never release.

17.417.4. Disclaimer. Notwithstanding anything else in this Agreement, to the maximum extent permitted by Law, Atlassian provides no warranty, indemnity, service level agreement or support for Free or Beta Products and its aggregate liability for Free or Beta Products is limited to US$100.

1818. Feedback

·If Customer provides Atlassian with feedback or suggestions regarding the Products or other Atlassian offerings, Atlassian may use the feedback or suggestions without restriction or obligation.

1919. Publicity

·Atlassian may identify Customer as a customer of Atlassian in its promotional materials. Atlassian will promptly stop doing so upon Customer request to https://www.atlassian.com/company/contact/general-inquiries#/.

2020. General Terms

20.120.1. 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.

20.220.2. Code of Conduct. Atlassian must comply with its Code of Conduct in its performance of obligations or exercise of rights under this Agreement.

20.320.3. 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.

20.420.4. 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.

20.520.5. 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.

20.620.6. 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.

20.720.7. 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).

20.820.8. 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.

20.920.9. 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.

20.1020.10. 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.

20.1120.11. 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.

20.1220.12. Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.

20.1320.13. 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.

20.1420.14. 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.

20.1520.15. 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.

2121. 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 and Usage-Based Offering 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 and Usage-Based Offerings. 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 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.

·"Usage-Based Offerings" means Usage-Based Offerings as described in the Usage-Based Offering Terms.

·"Usage-Based Offering Terms" means the Atlassian usage-based offering terms available at https://www.atlassian.com/legal/usage-based-offering-terms.

·"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

·Advisory Services

·Data Processing Addendum

·Data Transfer Impact Assessment

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