Atlassian
Weighted across nine legal categories. Lower is worse.
Executive summary
Atlassian's Customer Agreement is one of the more balanced software agreements you will find, largely because it is written for business customers. You keep full ownership of your data, Atlassian promises a real security program, and unusually, Atlassian indemnifies you for IP claims while never asking you to indemnify Atlassian. Liability is capped for both sides at 12 months of fees, with a higher cap of up to US$5,000,000 for data breaches caused by Atlassian's security failures. Watch the money terms: subscriptions auto-renew at whatever Atlassian charges at that time, your card on file can be billed for renewals and overages, and outside the 30 day return window fees are non-refundable if you simply choose to leave. Disputes go to courts in California or Ireland with no forced arbitration, but that venue can be far away and expensive for small customers.
Category breakdown
Acceptance of Terms & Scope
Contract formation and service boundaries
Acceptance is a clear clickwrap at the time of ordering, but the same sentence also binds you merely by downloading, using or accessing the Products, which is a browsewrap style fallback. The agreement pulls in several external documents (Policies, Product-Specific Terms, DPA) by reference, so the full deal is larger than this page. Scope, definitions and a 16+ age floor are clearly stated, and accepting with a work email is deemed to bind your employer.
Key findings
- Clickwrap acceptance via an Agree button at order time, plus acceptance by mere use or access
- Using an employer email address deems you to represent and bind that employer
- Agreement incorporates the DPA, Policies and Product-Specific Terms by reference
- Minimum age of 16, with the customer responsible for enforcing it
- Scope is well defined around Orders, Cloud Products and Software Products
Evidence from the document
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 are accepting this Agreement using an email address from your employer or another entity, then: (i) you will be deemed to represent that party
The Products are not intended for use by anyone under the age of 16.
Recommendations
- Read the linked Product-Specific Terms, Policies and DPA before accepting, since they are part of the contract
- Only accept with a work email if you actually have authority to bind your employer
- Keep a copy of the Order and the agreement version in force when you sign up
User Accounts
Registration, suspension, and termination
Suspension and termination rights are unusually restrained. Atlassian commits to giving you a chance to fix problems before removing data or suspending access when practicable, non-payment suspension requires at least 10 days' written notice, and termination for cause requires a 30 day cure period. Data retrieval before shutdown is documented and data is deleted after termination, though your account exit rights depend on the referenced Documentation.
Key findings
- Opportunity to remedy issues before content removal or suspension, when practicable
- 10 days' written notice before suspension for non-payment
- 30 day cure period before either party can terminate for material breach
- Customer may terminate for convenience at any time, though without refunds outside specific cases
- Data retrieval process documented and Customer Data deleted after termination
Evidence from the document
Atlassian will give Customer the opportunity to remedy the issue before taking any such measures.
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.
fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice
The Documentation describes how Customer may retrieve its Customer Data from the Cloud Products.
Recommendations
- Export your data using the documented retrieval process before ending a subscription
- Keep billing contacts current so suspension notices reach you in time
- If Atlassian claims a breach, use the 30 day cure window and respond in writing
Intellectual Property & UGC
Content ownership and licensing
You keep all intellectual property rights in your data and materials, and Atlassian claims no license beyond the processing purposes set out in the DPA. The main give-aways are standard ones: feedback can be used without restriction or payment, and Atlassian may name you as a customer in marketing until you object. The benchmarking clause imposes odd reciprocal disclosure conditions if you publish product comparisons.
Key findings
- Customer owns all IP and other rights in Customer Data and Customer Materials
- No broad content license grant to Atlassian in this agreement
- Feedback and suggestions may be used by Atlassian without restriction or obligation
- Atlassian may use your name in promotional materials until you request removal
- Publishing benchmark results triggers reciprocal assessment rights for Atlassian
Evidence from the document
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.
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.
Atlassian may identify Customer as a customer of Atlassian in its promotional materials.
Recommendations
- Treat anything sent as feedback as a free gift to Atlassian, so do not include proprietary ideas
- Ask Atlassian to stop using your company name in marketing if you object
- Check the DPA to understand exactly how your data may be processed
Data Privacy
Data collection, usage, and protection
The agreement commits Atlassian to a real security program with independent third-party audits, incorporates a Data Processing Addendum, provides for data retrieval and post-termination deletion, and even sets an elevated liability cap for data breaches caused by Atlassian's security failures. The substantive detail of what is collected and how it is processed sits in the DPA and Privacy Policy, which are outside this document, so this score reflects the strong framework rather than the full picture.
Key findings
- Documented security program with physical, technical and organizational measures and third-party audits
- DPA is incorporated into the agreement and governs processing of Customer Data
- Customer Data is deleted after termination unless the law requires otherwise
- Special liability cap up to US$5,000,000 for unauthorized disclosure caused by Atlassian security breaches
- You are responsible for having the consents needed for Atlassian to process the data you upload; health data is barred without a HIPAA Business Associate Agreement
Evidence from the document
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
Following expiration or termination, unless prohibited by Law, Atlassian will delete Customer Data in accordance with the Documentation.
Customer must ensure it has made all disclosures and obtained all rights and consents necessary for Atlassian to use Customer Data
Recommendations
- Read the DPA and Privacy Policy, since the real data-handling detail lives there
- Do not upload regulated health information unless you have a Business Associate Agreement in place
- Confirm you have the consents required for any personal data your team puts into the products
Payment & Subscriptions
Billing and subscription management
There is a genuine 30 day money-back window on an initial order and refunds of unused prepaid fees when you terminate for Atlassian's breach, which is better than most. The weak spots are that subscriptions auto-renew at Atlassian's then current rates, meaning the price can rise at renewal without a stated advance price notice, the card you used once can be billed for renewals, overages and unpaid fees, and outside those specific cases all fees are non-refundable, including when you leave early by choice.
Key findings
- Automatic renewal at Atlassian's then current rates, with no promised advance notice of price increases
- 30 day return policy with a full refund on an initial Product order
- All fees otherwise non-refundable, including termination for convenience mid-term
- Credit card on file may be billed for renewals, additional orders, overages and unpaid fees
- Exceeding your purchased scope of use triggers automatic charges at then-current rates
Evidence from the document
a Subscription Term will automatically renew at Atlassian’s then current rates
All fees and expenses are non-refundable, except as otherwise provided in this Agreement.
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.
then Atlassian may bill that payment method for renewals, additional Orders, overages to scopes of use, expenses, and unpaid fees, as applicable.
Recommendations
- Set a reminder before each renewal date, since cancelling requires notice before the term ends
- Check the renewal price each cycle, because the rate is whatever Atlassian charges at that time
- Use the 30 day return window to test a product before committing
- Monitor user counts and usage so overage billing does not surprise you
Limitation of Liability
Risk allocation and legal protection
The liability scheme is mutual and structured, which beats the one-sided total disclaimers common in consumer terms: both parties waive indirect damages and cap liability at 12 months of fees, and data breaches caused by Atlassian's security failures get a raised cap of two times fees or US$5,000,000. On the other side, everything beyond narrow performance warranties is provided AS IS, the caps survive even if remedies fail of their essential purpose, and free or beta products carry a token US$100 liability limit.
Key findings
- Mutual cap at fees paid in the preceding 12 months for most claims
- Elevated cap of 2x fees or US$5,000,000 for Atlassian security-breach data disclosures
- Mutual waiver of lost profits, lost data and other indirect damages
- AS IS disclaimer of implied warranties beyond the stated performance warranties
- Warranty remedy is limited to fixing the problem or a pro-rated refund
- Liability for Free or Beta Products capped at US$100
Evidence from the document
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
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
Atlassian does not warrant that Customer’s use of the Products will be uninterrupted or error-free.
its aggregate liability for Free or Beta Products is limited to US$100.
Recommendations
- Assume your recovery for most failures is limited to roughly one year of what you paid
- Do not run critical workloads on free or beta products, where liability is effectively zero
- Report warranty issues within 30 days of discovery, since the claim window is short
- Consider insurance or backups for data whose loss would exceed these caps
Indemnification
Legal responsibility allocation
This agreement contains no customer indemnification of Atlassian at all, which is rare and strongly in your favor. Instead, Atlassian indemnifies you: it must defend you against third-party claims that the products infringe intellectual property rights and pay resulting damages and reasonable attorneys' fees, with standard notice, control and mitigation mechanics. The exclusions (your modifications, combinations with third-party products, unsupported releases) are conventional.
Key findings
- No clause requiring the customer to indemnify Atlassian anywhere in the agreement
- Atlassian defends and indemnifies the customer for third-party IP infringement claims
- Atlassian controls the defense but cannot settle in a way that makes you admit fault without your consent
- Standard exclusions for modifications, third-party products and unsupported releases
- IP indemnity is stated as your exclusive remedy for third-party IP infringement
Evidence from the document
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
indemnify and hold harmless Customer against any damages, fines or costs finally awarded by a court of competent jurisdiction (including reasonable attorneys’ fees)
Recommendations
- Notify Atlassian promptly if you receive an IP claim about the products, so the indemnity is not prejudiced
- Do not settle any such claim without Atlassian's written consent
- Remember the indemnity does not cover your own modifications or third-party marketplace apps
Modification of Terms
How agreements can be changed
For paid subscriptions this is a strong modification clause: changes generally take effect only at your next order or renewal, and mid-term changes are allowed only for legal compliance or product updates, with a right to terminate and receive a pro-rated refund if you object. Atlassian aims to post changes 30 days ahead, though the default channel is posting on its website with email notice only if you subscribe, and free subscriptions can have changes imposed mid-term.
Key findings
- Changes to paid subscriptions normally apply only at the next order or renewal
- Mid-term changes limited to legal compliance or product functionality updates
- Right to terminate affected products and get a pro-rated refund within 30 days if you object to a mid-term change
- Commercially reasonable efforts to post modifications 30 days before they take effect
- Notice is by website posting; email alerts require you to subscribe; free subscriptions get weaker protection
Evidence from the document
Atlassian must use commercially reasonable efforts to post any such modification at least thirty (30) days prior to its effective date.
modifications to this Agreement will take effect at the next Order or renewal unless either party elects to not renew
For free subscriptions, modifications become effective during the then current Subscription Term, in accordance with Atlassian’s notice.
If Customer objects, Customer may terminate the remainder of the then-current Subscription Term for the affected Products
Recommendations
- Subscribe to Atlassian's legal update notifications so changes reach your inbox
- Review the agreement at each renewal, since that is when accumulated changes bind you
- If a mid-term change hurts you, send the termination notice within the 30 day window to claim your refund
Governing Law & Disputes
Jurisdiction and conflict resolution
There is no forced arbitration, no class action waiver and no jury trial waiver, so ordinary court access is preserved, which is a significant plus. The trade-off is exclusive venue: Irish law and Irish courts for customers in Europe, the Middle East and Africa, and California law with San Francisco courts for everyone else, which can be distant and costly for small customers in, say, Asia, Australia or Latin America. There is no small claims carve-out and no savings clause preserving mandatory local protections.
Key findings
- No mandatory arbitration, class action waiver or jury trial waiver
- EMEA customers: Irish law and Irish courts; all others: California law and San Francisco courts
- Exclusive venue may be far from customers outside the US and EMEA
- No express small claims carve-out or savings clause for mandatory local consumer law
- No shortened limitation periods or loser-pays fee shifting imposed on the customer
Evidence from the document
in Europe, the Middle East, or Africa, this Agreement is governed by the laws of the Republic of Ireland
elsewhere, this Agreement is governed by the laws of the State of California
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.
Recommendations
- Budget for the cost of litigating in San Francisco or Ireland before relying on legal remedies
- Try Atlassian support and the termination and refund mechanisms first, since they are cheaper than court
- If you are outside the US and EMEA, weigh the practical difficulty of the designated venue when assessing your risk
Ex-TerCo provides automated analysis of legal documents for informational purposes. This is not legal advice. Terms can change at any time.