ACQ1049__Exhibit_I_Atlassian_Government_End_User_Agreement.pdf

ATLASSIAN GOVERNMENT END USER AGREEMENT

This Atlassian Government End User Agreement (the “Agreement”), effective as of April 15, 2016 (“Effective Date”), is between Atlassian Pty Ltd (ABN 53 102 443 916) (“Atlassian” or “us”) and the U.S.

Government through the U.S. General Services Administration (“GSA”). “Customer” or “you” means the U.S.

Government agency end user acquiring the Atlassian Products referenced in an order under a prime contract with a reseller holding a GSA Schedule Contract (“Reseller”) that includes this Agreement.

1 Scope of the Agreement. This Agreement governs your purchases of Atlassian Products made through a GSA Schedule Contract between you and a Reseller. This Agreement includes our Privacy Policy, our Acceptable Use Policy, any Orders, and any other policies referenced and attached to this Agreement.

2 Types of Atlassian Products. This Agreement governs (a) Atlassian’s commercially available downloadable software products (currently designated as “Server” or “Data Center” deployments) (“Software”), (b) Atlassian’s hosted or cloud based solutions (currently designated as “Cloud” deployments) (“Hosted Services”), and (c) any related support or maintenance services provided by Atlassian. Software and Hosted Services, together with related Documentation, are referred to as “Products”. The Products and their permitted use are further described in Atlassian’s standard documentation (“Documentation”). Section 6 (Software Terms) applies specifically to Software, and Section 7 (Hosted Services Terms) applies specifically to Hosted Services, but unless otherwise specified, other provisions of this Agreement apply to all Products.

3 Account Registration. You may need to register for an Atlassian account in order to access or receive any Products. Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.

4 Orders. Atlassian’s Product ordering documentation or purchase flow placed by Reseller for you

(“Order”) will specify your authorized scope of use for the Products, which may include: (a) number and type of Authorized Users (as defined below), (b) storage or capacity (for Hosted Services), (c) numbers of licenses, copies or instances (for Software), or (d) other restrictions or billable units (as applicable, the “Scope of Use”). Reseller is responsible for the accuracy of all Orders. Resellers are not authorized to make any promises or commitments on Atlassian’s behalf, and we are not bound by any obligations to you other than what we specify in this Agreement.

5 Authorized Users. Only the specific individuals for whom you have paid the required fees and whom you designate through the applicable Product (“Authorized Users”) may access and use the Products.

Some Products may allow you to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. Authorized Users may be your employees, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf. You may increase the number of Authorized Users permitted to access your instance of the Product by placing a new Order with the Reseller. You are responsible for compliance with this Agreement by all Authorized Users. All use of Products by you and your Authorized Users must be within the Scope of Use and solely for your benefit.

6 Software Terms.

6.1 Your License Rights. Subject to the terms and conditions of this Agreement, Atlassian grants you a non exclusive, non sublicenseable and non transferable license to install and use the Software during the applicable License Term in accordance with this Agreement, your applicable Scope of Use, and the Documentation. The term of each Software license (“License Term”) will be specified in your Order. Your License Term will end upon any termination of this Agreement, even if it is identified as “perpetual” or if no expiration date is specified in your Order. The Software requires a license key in order to operate, which will be delivered as described in Section 10.1 (Delivery).

6.2 Number of Instances. Unless otherwise specified in your Order, for each Software license that you purchase, you may install one production instance of the Software on systems owned or operated by you (or your third party service providers so long as you remain responsible for their compliance with the terms and conditions of this Agreement). We also make available “developer” licenses free of charge for certain of our Software offerings to allow you to deploy non production instances, such as for staging or QA purposes. Details for how to request non production licenses are available on our website.

6.3 [RESERVED]

6.4 Attribution. In any use of the Software, you must include the following attribution to Atlassian on all user interfaces in the following format: “Powered by Atlassian,” which must in every case include a hyperlink to http://www.atlassian.com, and which must be in the same format as delivered in the Software.

6.5 Third Party Code. The Software includes code and libraries licensed to us by third parties, including open source software. Consequently, this Agreement includes and incorporates the Third Party Code in Atlassian Products terms and conditions at Addendum 4 but any third party terms outside of the terms agreed to in this Agreement shall not bind the Customer.

7 Hosted Services Terms.

7.1 Access to Hosted Services. Subject to the terms and conditions of this Agreement, Atlassian grants you a non exclusive right to access and use the Hosted Services during the applicable Subscription Term (as defined below) in accordance with this Agreement, your applicable Scope of Use and the Documentation. If Atlassian offers client software (e.g., a desktop or mobile application) for any Hosted Service, you may use such software solely with the Hosted Service, subject to the terms and conditions of this Agreement. You acknowledge that our Hosted Services are on line, subscription based products and that we may make changes to the Hosted Services from time to time, such as to add new features and remove little used features.

7.2 Subscription Terms and Renewals. Hosted Services are provided on a subscription basis for a set term specified in your Order (“Subscription Term”). If you cancel, your subscription will terminate at the end of then current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.

7.3 Credentials. You must ensure that all Authorized Users keep their user IDs and passwords for the

Hosted Services strictly confidential and do not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using your accounts and passwords, and you agree to immediately notify Atlassian of any unauthorized use of which you become aware.

7.4 Your Data. “Your Data” means any data, content, code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through Hosted Services. You will retain all right, title and interest in and to Your Data in the form provided to Atlassian. Subject to the terms of this Agreement, you hereby grant to Atlassian a non exclusive, worldwide, royalty free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Hosted Service to you and (b) for Hosted Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you (or your Authorized Users) direct or enable through the Hosted Service.

Atlassian may also access your account or instance in order to respond to your support requests.

7.5 Security. Atlassian implements security procedures to help protect Your Data from security attacks.

However, you understand that use of the Hosted Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error free, that transmissions of Your Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.

7.6 Storage Limits. There may be storage limits associated with a particular Hosted Service. These limits are described in the services descriptions on our websites or in the Documentation for the particular Hosted Service. If you exceed the specified limits, Atlassian reserves the right to notify you, at which point you shall be obligated to purchase additional storage through the Reseller. We may impose new, or may modify existing, storage limits for the Hosted Services at any time in our discretion Any such changes will be identified in a modification to the prime contract between the Reseller and the Customer.

7.7 Responsibility for Your Data.

7.7.1 General. You must ensure that your use of Hosted Services and all Your Data is at all times compliant with our Acceptable Use Policy at Addendum 1 and all applicable local, state, federal and international laws and regulations (“Laws”) as applicable. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide all Your Data to Atlassian and to grant the rights granted to Atlassian in this Agreement and (ii) Your Data and its transfer to and use by Atlassian as authorized by you under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Other than its security obligations under Section 7.5 (Security), Atlassian assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it.

7.7.2 Sensitive Data. You will not submit to the Hosted Services (or use the Hosted Services to collect): (i) any personally identifiable information, except as necessary for the establishment of your Atlassian account; (ii) any patient, medical or other protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations; or (iii) any other information subject to regulation or protection under specific laws such as the Gramm Leach Bliley Act (or related rules or regulations) ((i) through (iii), collectively, “Sensitive Data”). You also acknowledge that Atlassian is not acting as your Business Associate or subcontractor (as such terms are defined and used in HIPAA) and that the Hosted Services are not HIPAA compliant. “HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented. Notwithstanding any other provision to the contrary, Atlassian has no liability under this Agreement for Sensitive Data.

7.8 Removals and Suspension. Atlassian has no obligation to monitor any content uploaded to the Hosted

Services. Nonetheless, if we deem such action necessary or in response to takedown requests that we receive under our Copyright and Trademark Policy attached at Addendum 2, we may (1) remove Your Data from the Hosted Services or (2) suspend the access to the Hosted Services. We will alert you when we take such action and give you a reasonable opportunity to cure the breach, but if we determine that t h e actions endanger the operation of the Hosted Service or other users, we may suspend the access immediately without notice but will give subsequent notice. We have no liability to you for removing or deleting Your Data from or suspending such access to any Hosted Services as described in this section. If you disagree with Atlassian’s determination under this Section 7.8, the disagreement will be handled in accordance with the Dispute Resolution provisions of this Agreement.

7.9 Deletion at End of Subscription Term. We may remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term.

7.10 Service Specific Terms. In additions to the terms and conditions herein, Hosted Services shall be subject to the terms and conditions specific to those Hosted Services as set forth in the Service Specific Terms at Addendum 5.

8 Support and Maintenance. Atlassian will provide the support and maintenance services for the Products consistent with its commercial practices (“Support and Maintenance”) during the period for which you have paid the applicable fee. Support and Maintenance for Software includes access to New Releases, if and when available. You may use any New Releases that we provide to you during a valid support term in the same way that you use Software, and New Releases are included in the definition of Software in that case. “New Releases” are bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Software that we make generally commercially available.

9 TAM and Training Services. Atlassian will provide Technical Account Manager (“TAM”) and training services purchased in an Order in accordance with the descriptions and conditions for those services set forth in the Order and the accompanying service descriptions or datasheets (collectively, “Ancillary Services”). Atlassian shall retain all right, title and interest in and to any materials, deliverables, modifications, derivative works or developments related to any Ancillary Services we provide (“Training Materials”). Any Training Materials provided to you may be used only in connection with the Products subject to the same use restrictions for the Products. If applicable, Customer will reimburse Atlassian for reasonable travel and lodging expenses subject to the applicable sections of the Federal Travel Regulation.

10 Returns and Financial Terms.

10.1 Delivery. We will deliver the applicable license keys (in the case of Software) or login instructions

(in the case of Hosted Services) to the email addresses specified in your Order when we have received payment of the applicable fees from the Reseller. All deliveries under this Agreement will be electronic. For the avoidance of doubt, you (or your designee) are responsible for installation of any Software, and you acknowledge that Atlassian has no further delivery obligation with respect to the Software after delivery of the license keys.

10.2 Payment. You agree to pay all fees in accordance with each Order to the Atlassian Reseller. Other than as expressly set forth in Section 20 (IP Indemnification by Atlassian), Atlassian shall not be obligated to provide you with any refunds or credits. You acknowledge that you are not relying on future availability of any Products beyond the current License Term or Subscription Term or any Product upgrades or feature enhancements. If you add Authorized Users during your License Term or Subscription Term, the Reseller will charge you for the increased number of Authorized Users pursuant to the then current contract order rates. If you purchase any Products through a Reseller, you owe payment to the Reseller as agreed between you and the Reseller. All disputes regarding payment shall be resolved pursuant to Section 24 (Disputes).

11 No Charge Products. We offer certain Products at no charge, including free accounts, trial use, and access to beta versions (“No-Charge Products”). These No Charge Products are available on our website subject to our standard online terms rather than the terms of th is Agreement.

12 Restrictions. Except as otherwise expressly permitted in this Agreement, you will not: (a) rent, lease, repr oduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Products to a third party, (b) use the Products for the benefit of any third party, (c) incorporate any Products into a product or service you provide to a third party, (d) interfere with any license key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit your use, (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non public APIs to any Products, except as permitted by law, (f) remove or obscure any proprietary or other notices contained in any Product, or (g) publicly disseminate information regarding the performance of the Products.

13 [RESERVED]

14 License Certifications and Audits. At our request, you agree to provide a signed certification that you are using all Products pursuant to the terms of this Agreement, including the Scope of Use. You agree to allow us, or our authorized agent, to audit your use of the Products. We will provide you with at least 10 days advance notice prior to the audit, and the audit will be conducted during normal business hours and will comply with all reasonable security requirements. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost.

If you exceed your Scope of Use, Atlassian reserves the right to notify you, at which point you shall be obligated to place an order with the Reseller corresponding to your actual Scope of Use. This remedy is without prejudice to any other remedies available to Atlassian at law under this Agreement. To the extent we are obligated to do so, we may share audit results with certain of our third party licensors or assign the audit rights specified in this Section to such licensors.

15 Ownership and Feedback. Products are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”.

Atlassian and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Products, their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Atlassian, including without limitation as they may incorporate Feedback (“Atlassian Technology”). From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Atlassian, including sharing Your Modifications or in the course of receiving Support and Maintenance (“Feedback”). Atlassian may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits Atlassian's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

16 Confidentiality. Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know how, business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure. Any Atlassian Technology and any performance information relating to the Products shall be deemed Confidential Information of Atlassian without any marking or further designation.

Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information without a duty of nondisclosure; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation and without a duty of nondisclosure; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to court order or subpoena (but only to the minimum extent required to comply with such order or subpoena and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information may cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. If equitable remedies are unavailable, this clause is modified to delete the right to pursue equitable remedies. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of any Product.

17 Term and Termination. This Agreement is in effect for as long as you have a valid License Term or Subscription Term (the “Term”), unless sooner terminated as permitted in this Agreement. Subject to the requirements of the Dispute Resolution provisions of this Agreement and after final adjudication, either party may terminate this Agreement before the expiration of the Term if the other party materially breaches any of the terms of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach. You may terminate this Agreement at any time with notice to Atlassian, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Software, Hosted Services subscriptions, or Support and Maintenance. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Once the Agreement terminates, you (and your Authorized Users) will no longer have any right to use or access any Products, or any information or materials that we make available to you under this Agreement, including Atlassian Confidential Information. You are required to delete any of the foregoing from your systems as applicable (including any third party systems operated on your behalf) and provide written certification to us that you have done so at our request. The following provisions will survive any termination or expiration of this Agreement: 10.2 (Payment), 11 (No Charge Products), 12 (Restrictions), 14 (License Certifications and Audits), 15 (Ownership and Feedback), 16 (Confidentiality), 17 (Term and Termination), 18.2 (Warranty Disclaimer), 19 (Limitation of Liability), 21 (Third Party Vendor Products), 24 (Disputes), 25 (Export Restrictions), 26 (Changes to this Agreement), and 27 (General Provisions).

18 Warranty and Disclaimer.

18.1 Due Authority. Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if you are an entity, this Agreement and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.

18.2 Limited Warranty; WARRANTY DISCLAIMER. Atlassian warrants to Customer that for a period of thirty (30) days from the Effective Date (the “Warranty Period”), the Products will operate in substantial conformity with the Documentation. Atlassian does not warrant that Customer’s use of the Products will be uninterrupted or error-free or that any security mechanisms implemented by the Products will not have inherent limitations. Atlassian’s sole liability (and Customer’s exclusive remedy) for any breach of this warranty will be, in Atlassian’s sole discretion, to use commercially reasonable efforts to provide Customer with an error-correction or work-around which corrects the reported non-conformity, to replace the non-conforming Product with conforming Product, or if Atlassian determines such remedies to be impracticable within a reasonable period of time, to terminate the license to the non-conforming Product and refund the license fee paid under this Agreement for such Product.

Atlassian will have no obligation with respect to a warranty claim unless notified of such claim within the Warranty Period. EXCEPT FOR THE FOREGOING, ALL PRODUCTS AND SERVICES ARE

PROVIDED “AS IS,” AND ATLASSIAN AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY

AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY

WARRANTY OF NON INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE,

FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR

STATUTORY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF

STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE

SHORTEST PERIOD PERMITTED BY LAW. ATLASSIAN SHALL NOT BE LIABLE FOR

DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN

USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS

OUTSIDE THE REASONABLE CONTROL OF ATLASSIAN. TO THE MAXIMUM EXTENT

PERMITTED BY LAW, NEITHER ATLASSIAN NOR ANY OF ITS THIRD PARTY SUPPLIERS

MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY,

TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR

COMPLETENESS OF ANY PRODUCTS OR SERVICES OR ANY CONTENT THEREIN OR

GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY PRODUCTS WILL BE SECURE,

TIMELY, UNINTERRUPTED OR ERROR FREE; (B) THE PRODUCTS WILL OPERATE IN

COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C)

THE PRODUCTS (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER

MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCTS) WILL MEET

YOUR REQUIREMENTS OR EXPECTATIONS); (D) ANY STORED DATA WILL BE

ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR

CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE PRODUCTS (OR

ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES

OR OTHER HARMFUL COMPONENTS.

19 Limitation of Liability. NEITHER PARTY (NOR ITS SUPPLIERS) SHALL BE LIABLE FOR ANY

LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS,

INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL,

INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING

LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT

(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF

THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY’S AGGREGATE

LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY PAID BY RESELLER

TO US FOR PRODUCTS AND SUPPORT AND MAINTENANCE IN THE 12 MONTHS

IMMEDIATELY PRECEDING THE CLAIM. THIS SECTION 19 (LIMITATION OF LIABILITY)

SHALL NOT APPLY TO YOUR BREACH OF SECTION 12 (RESTRICTIONS) OR SECTION 2

(COMBINING THE PRODUCTS WITH OPEN SOURCE SOFTWARE) OF ADDENDUM 4 (THIRD

PARTY CODE IN ATLASSIAN PRODUCTS). TO THE MAXIMUM EXTENT PERMITTED BY

LAW, NO SUPPLIERS OF ANY THIRD PARTY COMPONENTS INCLUDED IN THE PRODUCTS

WILL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER. The parties agree that the limitations specified in this Section 19 (Limitation of Liability) will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

20 IP Indemnification by Atlassian. We will defend you against any claim brought against you by a third party alleging that a Product, when used as authorized under this Agreement, infringes a United States or European Union patent or registered copyright (a “Claim”), and we will indemnify you and hold you harmless against any damages and costs finally awarded by a court of competent jurisdiction or agreed to settlement by Atlassian (including reasonable attorneys’ fees) arising out of a Claim, provided that we have received from you: (a) prompt written notice of the claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the claim, including providing us a copy of the claim and all relevant evidence in your possession, custody or control; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the claim to the extent permitted by 28 USC 516. If your use of a Product is (or in our opinion is likely to be) enjoined, if required by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure a license for your continued use of the Product in accordance with this Agreement; (ii) substitute a substantially functionally similar Product; or (iii) terminate your right to continue using the Product and refund, in the case of Software, the license fee paid by you as reduced to reflect a three year straight line depreciation from the license purchase date, and in the case of a Hosted Service, any prepaid amounts for the terminated portion of the Subscription Term.

Atlassian’s indemnification obligations above do not apply: (1) if the total aggregate fees received by Atlassian with respect to your license to Software or subscription to Hosted Services in the 12 month period immediately preceding the claim is less than US$50,000; (2) if the Product is modified by any party other than Atlassian, but solely to the extent the alleged infringement is caused by such modification; (3) if the Product is used in combination with any non Atlassian product, software or equipment, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of Products; (5) to any Claim arising as a result of (y) Your Data, or (z) any third party deliverables or components contained with the Products; (6) to any unsupported release of the Software; or (7) if you settle or make any admissions with respect to a claim without Atlassian’s prior written consent. THIS SECTION 20 (IP INDEMNIFICATION BY ATLASSIAN) STATES OUR

SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF

INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY PRODUCT OR OTHER

ITEMS PROVIDED BY ATLASSIAN UNDER THIS AGREEMENT. IF FOR ANY REASON YOU

CANNOT ALLOW ANOTHER PARTY TO DEFEND IT (SUCH AS UNDER 28 USC 516),

ATLASSIAN WILL HAVE NO OBLIGATION UNDER THIS INDEMNIFICATION CLAUSE TO

YOU.

21 Third Party Vendor Products. Atlassian or third parties may from time to time make available to you (e.g., through the Atlassian Marketplace) third party products or services, including but not limited to add ons and plugins as well as implementation, customization, training, and other consulting services. If you procure any of these third party products or services, you do so under a separate agreement (and exchange of data) solely between you and the third party vendor.

Atlassian does not warrant or support non Atlassian products or services, whether or not they are designated by Atlassian as “verified” or otherwise, and disclaims all liability for such products or services. If you install or enable any third party products or services for use with Atlassian products, you acknowledge that Atlassian may allow the vendors of those products and services to access Your Data as required for the interoperation and support of such add ons with the Atlassian products. Atlassian shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third party add on vendors.

22 Publicity Rights. We may identify you as an Atlassian customer in our promotional materials to the extent permitted by GSAR 552.203-71-RESTRICTION IN ADVERTISING. You may request that we stop doing so by submitting an email to sales@atlassian.com at any time. Please note that it may take us up to 30 days to process your request. For Government customers, we will not suggest that you endorse the product but only that you are a customer of Atlassian products.

23 Improving Our Products. We are always striving to improve our Products. In order to do so, we need to measure, analyze, and aggregate how users interact with our Products, such as usage patterns and characteristics of our user base. We collect and use analytics data regarding the use of our Products as described in our Privacy Policy at Addendum 3.

24 Disputes.

24.1 Dispute Resolution. In the event of a dispute between the parties, the Federal Government end user referred to as Customer in this Agreement agrees that Atlassian shall have standing and direct privity of contract to bring a claim directly against the Customer in a court of competent jurisdiction or an agency board of contract appeals. The parties agree that this Agreement is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this Agreement to reach resolution on any dispute or request for equitable adjustment, claim, appeal or action arising under or relating to this Agreement shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference.

24.2 Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the

Federal laws of the United States.

24.3 Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 24.1 (Dispute Resolution), nothing in this Agreement shall 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. If injunctive relief is illegal by statute, this remedy will not be available to the Parties.

24.4 Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted.

25 Export Restrictions. The Products are subject to export restrictions by the United States government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Products. You shall not (and shall not allow any third party to) remove or export from the United States or allow the export or re export of any part of the Products or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that (i) you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list and (ii) that none of Your Data is controlled under the US International Traffic in Arms Regulations. The Products are restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the United States government.

26 Changes to this Agreement. All modifications to this Agreement will be agreed to in writing by the

Parties to be effective.

27 General Provisions. Any notice under this Agreement must be given in writing. We may provide notice to you via email or through your account. Our notices to you will be deemed given upon the first business day after we send it. You may provide notice to us by post to Atlassian Pty Ltd, c/o Atlassian, Inc., 1098 Harrison Street, San Francisco, CA, USA 94103, Attn: General Counsel. Your notices to us will be deemed given upon our receipt. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

You may not assign this Agreement without our prior written consent. We will not unreasonably withhold our consent if the assignee agrees to be bound by the terms and conditions of this Agreement. The Products are “commercial items” as that term is defined at FAR 2.101. If Customer is a US Federal Government (Government) Executive Agency (as defined in FAR 2.101), Atlassian provides the Products, including any related documentation, technical data, and/or professional services in accordance with the following: (a) if acquired by or on behalf of any Executive Agency (other than an agency within the Department of Defense (DoD), the Government acquires, in accordance with FAR

12.211 (Technical Data) and FAR 12.212 (Computer Software), only those rights in technical data and software customarily provided to the public as defined in this Agreement; or (b) If acquired by or on behalf of any Executive Agency within the DoD, the Government acquires, in accordance with DFARS 227.7202 3 (Rights in commercial computer software or commercial computer software documentation), only those rights in technical data and software customarily provided in this Agreement. In addition, DFARS 252.227 7015 (Technical Data – Commercial Items) applies to technical data acquired by DoD agencies. Any Federal Legislative Agency or Federal Judicial Agency shall obtain only those rights in technical data and software customarily provided to the public as set forth in this Agreement. If any Federal Executive Agency, Federal Legislative Agency, or Federal Judicial Agency has a need for rights not conveyed under the terms described in this Section, it must negotiate with Atlassian to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement to be effective. The terms of this Section regarding U.S.

Government Rights is in lieu of, and supersedes, any other FAR, DFARS, or other clause, provision, or supplemental regulation that addresses Government rights in computer software or technical data under this Agreement. All other use is prohibited. This Agreement is the entire agreement between you and Atlassian relating to the Products and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect and the provision shall be rewritten to best reflect the intentions of the Parties and to remove the language causing the provision to be void, invalid, unenforceable or illegal. This Agreement may not be modified or amended by you without our written agreement (which may be withheld in our complete discretion without any requirement to provide any explanation). As used herein, “including” (and its variants) means “including without limitation” (and its variants). No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall 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. The parties are independent contractors. This Agreement shall 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 on party the express or implied right, power or authority to create any duty or obligation of the other party.

THE UNDERSIGNED REPRESENT THAT THEY HAVE THE AUTHORITY TO SIGN AND AGREE TO THE TERMS AND

CONDITIONS OF THIS AGREEMENT ON BEHALF OF THE PARTIES.

ATLASSIAN PTY LTD U.S. GENERAL SERVICES ADMINISTRATION

Signature Signature

Printed Name Printed Name

Title Title

Date Date

ADDENDUM 1

ATLASSIAN ACCEPTABLE USE POLICY

Effective as of April 28, 2014

Here at Atlassian, our goal is to help you and your team do the best work of your lives, every day. To do this, we need to keep our products and services running smoothly, quickly, and without distraction. For this to happen, we need help from you, our users. We need you not to misuse or abuse our products and services.

To describe exactly what we mean by “misuse” or “abuse” – and help us identify such transgressions, and react accordingly – we’ve created this Acceptable Use Policy. Under this policy, we reserve the right to remove content that is inconsistent with the spirit of the guidelines, even if it’s something that is not forbidden by the letter of the policy. In other words, if you do something that isn’t listed here verbatim, but it looks or smells like something listed here, we may still remove it.

You’ll see the word “services” a lot throughout this page. That refers to all websites owned or operated by Atlassian (such as Atlassian.com, HipChat.com, Bitbucket.org, and any related websites, sub-- domains and pages) as well as any hosted services operated by Atlassian (such as Bitbucket, HipChat, and OnDemand offerings).

Use your judgment, and let’s be kind to each other so we can keep creating great things. You can find all the legal fine print at the bottom of this page.

Here’s what we won’t allow:

Disruption o Compromising the integrity of our systems. This could include probing, scanning, or testing the vulnerability of any system or network that hosts our services.

o Tampering with, reverse-- engineering, or hacking our services, circumventing any security or authentication measures, or attempting to gain unauthorized access to the services, related systems, networks, or data o Modifying, disabling, or compromising the integrity or performance of the services or related systems, network or data o Deciphering any transmissions to or from the servers running the services o Overwhelming or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources (CPUs, memory, disk space, bandwidth, etc.), such as:

Using “robots,” “spiders,” “offline readers,” or other automated systems to sends more request messages to our servers than a human could reasonably send in the same period of time by using a normal browser Going far beyond the use parameters for any given service as described in its corresponding documentation Consuming an unreasonable amount of storage for music, videos, pornography, etc., in a way that’s unrelated to the purposes for which the i d i dWrongful activities o Misrepresentation of yourself, or disguising the origin of any content (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with Atlassian or any third party) o Using the services to violate the privacy of others, including publishing or posting other people's private and confidential information without their express permission, or collecting or gathering other people’s personal information or information) from our services o Using our services to stalk, harass, or post direct, specific threats of violence against others o Using the Services for any illegal purpose, or in violation of any laws (including without limitation data, privacy, and export control laws) o Accessing or searching any part of the services by any means other than our publicly supported interfaces (for example, “scraping”) o Using meta tags or any other “hidden text” including Atlassian’s or our suppliers’ product names or trademarks Inappropriate communications o Using the services to generate or send unsolicited communications, advertising, chain letters, or spam o Soliciting our users for commercial purposes, unless expressly permitted by Atlassian o Disparaging Atlassian or our partners, vendors, or affiliates o Promoting or advertising products or services other than your own without appropriate authorization Inappropriate content o Posting, uploading, sharing, submitting, or otherwise providing content that:

Infringes Atlassian’s or a third party’s intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights of publicity, or any other intellectual property right or proprietary or contractual right

You don’t have the right to submit Is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic (including child pornography, which we will remove and report to law enforcement, including the National Center for Missing and Exploited Children), indecent, harassing, hateful

Encourages illegal or tortious conduct or that is otherwise inappropriate Attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition Contains viruses, bots, worms, scripting exploits, or other similar materials Is intended to be inflammatory Could otherwise cause damage to Atlassian or any third party

In this Acceptable Use Policy, the term “content” means: (1) any information, data, text, software, code, scripts, music, sound, photos, graphics, videos, messages, tags, interactive features, or other materials that you post, upload, share, submit, or otherwise provide in any manner to the services and (2) any other materials, content, or data you provide to Atlassian or use with the Services.

ATLASSIAN GOVERNMENT END USER AGREEMENT ATLASSIAN

ADDENDUM 2

ATLASSIAN COPYRIGHT AND TRADEMARK POLICY

Atlassian respects the rights of copyright and trademark holders, as described in this policy. This policy is incorporated by reference into the Agreement. Terms used in this policy shall have the same definitions as in the Agreement or our Acceptable Use Policy, as applicable, except where otherwise noted.

Copyright

Atlassian does not allow copyright infringing activities on Atlassian’s Hosted Services or websites (our “Services”). We will remove a party’s data or content from our Services if properly notified that such data or content infringes on another's copyright rights. Atlassian has a policy of terminating, in appropriate circumstances, the accounts of parties who repeatedly infringe copyright holders’ copyrights. You are a “repeat infringer” if, on more than two occasions, you have been notified of infringing activity or have had Your Data or Content removed from our Services.

If you believe that any content in our Services violates your copyright, you should notify Atlassian's copyright agent in writing pursuant to the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512(c)(3). The contact information for Atlassian's copyright agent is at the bottom of this section.

In order for Atlassian to take action, you must do the following in your notice:

(1) provide your physical or electronic signature;

(2) identify the copyrighted work that you believe is being infringed, or, if multiple copyrighted works are covered by the notice, a representative list of such works;

(3) identify the item that you think is infringing and which is to be removed or access to which is to be disabled, and include sufficient information about where the material is located (including which website) so that Atlassian can find it (such as the item’s URL);

(4) provide Atlassian with a way to contact you (such as address, telephone number, or email);

(5) provide a statement that you believe in good faith that the item identified as infringing is not authorized by the copyright owner, its agent, or the law to be used by Atlassian; and

(6) provide a statement that the information you provide in your notice is accurate, and that under penalty of perjury, you are the copyright owner or are authorized to act on behalf of the copyright owner whose work is allegedly being infringed.

We will promptly notify the alleged infringer that you have claimed ownership of the rights in this content and that we have complied with your takedown notice for the content.

Here is the contact information for Atlassian's copyright agent: Atlassian

Pty Ltd c/o Atlassian, Inc.

1098 Harrison Street San Francisco, CA 94103 Attn: Copyright Agent

E-Mail: copyright@atlassian.com

Trademark

If you are a trademark owner and you believe in good faith that any content on our Services or infringes on your trademark rights, please inform us in writing trademarks@atlassian.com or at the notice address for Atlassian indicated in the Agreement. Your notice must include:

(1) Identification of the trademark(s) claimed to have been infringed, and, if registered…