Government Amendment to Atlassian Customer Agreement
Effective starting: August 1, 2018
This Government Amendment (“Amendment”) modifies the Atlassian Customer Agreement currently available at https://www.atlassian.com/legal/customer-agreement (the “Agreement”) and applies to United States federal, state, and local government customers, but only to the extent the Software and Cloud Products ("Products") are being used in an Authorized User’s official capacity as a government official in the United States (together “Government”).
Government and Atlassian (together, the “Parties”) agree to modify the Agreement only to the extent required to accommodate any statutory restrictions or obligations that apply, without exception, to the Agreement. Accordingly, the Agreement is hereby modified as it pertains to use by Government. Atlassian may update or modify this Addendum from time to time as set forth in the Agreement.
All capitalized terms not defined in this Amendment have the meanings given to them in the Agreement. Except as expressly set forth herein, all of the terms and conditions of the Agreement shall remain in full force and effect.
1. Commercial Items.
The Products, Documentation, and related services are commercial in nature and available in the open marketplace. The Products, Documentation, and related services are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, and all software is "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are defined at 48 C.F.R. §252.227-7014(a)(5) and 48 C.F.R. §252.227-7014(a)(1), and used in 48 C.F.R. §12.212 and 48 C.F.R. 227.7202, as applicable. All sales to Government shall be consistent with 48 C.F.R. §12.212, 48 C.F.R. §252.227-7015, 48 C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227-14, and other relevant sections of the Code of Federal Regulations, as applicable. Atlassian's computer software and computer software documentation are licensed to Government with only those rights as granted to all other customers, according to the terms and conditions contained in the Agreement. If Government has a need for rights not granted under the terms of the Agreement as amended through this Amendment, Government shall propose and negotiate with Atlassian acceptable terms for granting those rights, and a subsequent mutually acceptable written amendment specifically granting those rights must be executed by the Parties.
2. Government Purpose.
The use of Products and related services under the Agreement as amended herein shall only be for a governmental purpose including use by federal and state agencies, educational institutions including K-12 public schools and public universities, and federal and state owned and operated medical facilities and institutions. Any private, personal and/or non-governmental purposes shall result in the waiver of this Amendment and the terms and conditions of the Agreement shall apply without modification.
3. Indemnification, Liability, Statute of Limitations.
Any provisions in the Agreement imposing indemnification by Government are hereby waived and shall not apply except to the extent expressly authorized by applicable law. Liability for any breach of the Agreement as modified by this Amendment or any claim arising from the Agreement as modified by this Amendment, shall be determined under the Contract Disputes Act, the Federal Tort Claims Act, or other governing federal or state authority. Federal Statute of Limitations provisions or, if applicable, state statute of limitations, shall apply to any breach or claim. In the event of a dispute between the Parties, Government agrees that Atlassian shall have standing and direct privity of contract to bring a claim directly against Government in a court of competent jurisdiction or an agency board of contract appeals.
4. Governing Law.
Any arbitration, mediation or similar dispute resolution provision in the Agreement and any terms regarding choice of law and venue are hereby waived. The Agreement and this Amendment shall be governed by and interpreted and enforced in accordance with the laws applicable to the agency without reference to conflict of laws. The laws of the State of California will apply in the absence of applicable law.
5. Access and Termination.
Language in the Agreement allowing Atlassian to terminate the Agreement is modified to reflect the Parties’ agreement that Atlassian may unilaterally terminate the Agreement and/or terminate Government’s account only for breach of Government’s obligations under the Agreement as amended.
6. Intellectual Property Ownership.
Except as expressly stated in the Agreement, no rights to any derivative works, inventions, or Atlassian products or product modifications or documentation are conferred to Government or any other party. All such rights belong exclusively to Atlassian.
7. Publicity Rights.
Atlassian may identify Government as an Atlassian customer in its promotional materials to the extent permitted by GSAR 552.203-71-RESTRICTION IN ADVERTISING. Government may request that Atlassian stop doing so by submitting an email to firstname.lastname@example.org at any time. Please note that it may take Atlassian several days to process Government’s request. Atlassian will not suggest that Government endorses the Products but only that Government is a customer of Atlassian.
8. Order of Precedence.
If there is any conflict between this Amendment and the Agreement, or between this Amendment and other terms, rules or policies on Atlassian's website or related to its Products or related services, this Amendment shall prevail.