Risk Score
0 = very fair · 100 = very risky
Summary
This is an enterprise-level SaaS Terms of Service agreement between Atlassian and business customers (not individual consumers) covering products like Jira, Confluence, and related tools. The agreement is generally well-structured and more balanced than typical consumer software agreements, offering IP indemnification, data ownership protections, and a 30-day return policy. However, it includes automatic subscription renewals, broad credit card charge authorization, non-refundable fees outside the return window, and liability caps that favor Atlassian. Overall, this is a fairly standard B2B SaaS agreement with several customer-friendly provisions, though businesses should be aware of the auto-renewal, payment, and liability limitation terms.
Flagged Clauses
Your subscription automatically renews—potentially for up to 12 months—at whatever Atlassian's rates are at that time, which may be higher than what you currently pay. You must actively cancel before the renewal date or you're locked in for another full term.
“Section 10.1(c): 'a Subscription Term will automatically renew at Atlassian's then current rates' for the same period (if under 12 months) or 12 months (if 12 months or more), unless either party gives notice before the end of the current term.”
If you paid by credit card initially, Atlassian can automatically charge that card for renewals, overages, and other fees without requiring separate authorization for each charge. This could result in unexpected charges.
“Section 10.1(f): '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.'”
Outside of the 30-day return window and specific termination-for-cause scenarios, fees paid are generally non-refundable. If you cancel mid-subscription for convenience, you will not receive a prorated refund for unused time.
“Section 10.1(e): 'All fees and expenses are non-refundable, except as otherwise provided in this Agreement.'”
You can cancel at any time, but you won't get a refund for the remaining subscription period (outside the 30-day window), and any outstanding balances become immediately due when you cancel. Cancellation is penalty-free only in terms of future obligations, not past ones.
“Section 12.2: '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.'”
You are licensing the software, not buying it. Your right to use it lasts only as long as your subscription is active and paid. When the subscription ends, so does your right to use the products.
“Section 2.1: Atlassian grants 'a non-exclusive, worldwide right to use the Products' during the applicable Subscription Term. Section 13 confirms Atlassian retains all IP in the Products.”
You retain ownership of your own data and materials. Atlassian does not claim any ownership over content or data you store in or submit to their products.
“Section 13: '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 something goes wrong, Atlassian's financial liability to you is capped at what you paid them in the past 12 months. For significant business disruptions or data loss, this cap may be far less than your actual damages.
“Section 14.2: Each party's total liability '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.'”
Neither party can sue the other for lost profits, business interruption, or data loss even if those damages are foreseeable. For a business relying on Atlassian tools, this means you likely cannot recover significant consequential damages if the service fails.
“Section 14.1: 'neither party will have any liability...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.'”
In the event Atlassian causes an unauthorized disclosure of your data, there is a separate, higher liability cap of up to $5 million or double your annual fees, whichever is less. This is a somewhat better protection than the standard cap for data breach scenarios.
“Section 14.4: For data breach 'Special Claims,' Atlassian's liability is capped at the lesser of 2x fees paid in the prior 12 months or US$5,000,000.”
Atlassian can suspend your access or remove your data if they believe it violates law or threatens their platform. They'll try to give you a chance to fix the issue first, but this is not always guaranteed.
“Section 4.5: Atlassian may 'limit access to, or remove, the relevant Customer Data, or suspend Customer's or any User's access to the relevant Cloud Products' if Customer Data may violate law or threatens security. 'When practicable, Atlassian will give Customer the opportunity to remedy the issue before taking any such measures.'”
If you miss a payment, Atlassian will give you at least 10 days' written notice before suspending your access. This is a reasonable notice period before service disruption.
“Section 10.4: Atlassian may suspend access 'if payment is overdue, and Atlassian has given Customer no fewer than ten (10) days' written notice.'”
If you connect third-party apps (e.g., from the Atlassian Marketplace) to your Atlassian products, those third parties may access your data. Atlassian grants this access automatically when you enable the integration. Each third-party app has its own terms that govern that data use.
“Section 7.2: '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.'”
If you publish benchmark comparisons involving Atlassian products, you grant Atlassian the right to benchmark your own products and publish those results publicly. This is an unusual and reciprocal clause that could be a concern for competing software vendors.
“Section 2.4: If Customer publicly discloses results of a benchmark/assessment, 'Customer grants Atlassian a right to conduct Assessments of Customer's products and services and...publicly disclose the results.'”
Atlassian is contractually committed not to significantly reduce what the product does or its security level during your active subscription term. This is a meaningful protection against feature degradation.
“Section 11.1(b): Atlassian warrants it 'will not materially decrease the functionality or overall security of the Products during the applicable Subscription Term.'”
Atlassian disclaims most implied warranties. Beyond the specific performance promises listed, there is no guarantee the service will always work perfectly or be available. Your remedies for problems are limited to those described in the warranty section.
“Section 11.4: Products are provided 'AS IS' beyond the stated Performance Warranties. 'Atlassian does not warrant that Customer's use of the Products will be uninterrupted or error-free.'”
If a third party sues you claiming Atlassian's products infringe their intellectual property, Atlassian will defend and cover you for that lawsuit. This is a meaningful customer protection standard in enterprise software agreements.
“Section 15.1: Atlassian must defend Customer from and indemnify against third-party intellectual property infringement claims arising from authorized use of the Products.”
If your usage exceeds what you paid for (e.g., more users than licensed), Atlassian can charge you at their current rates—which may have increased since your original purchase—for the overage.
“Section 10.1(d): 'If Customer exceeds the Scope of Use purchased...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.'”
Missing Protections
- No explicit dispute resolution or arbitration clause is visible in the excerpted text—it is unclear whether disputes go to arbitration or litigation, or which jurisdiction applies
- No explicit governing law or jurisdiction clause is present in the provided text
- No explicit notice period required before Atlassian can unilaterally change pricing at renewal beyond referencing 'then-current rates'
- No explicit SLA uptime guarantee visible in the main agreement text (referenced externally to a separate SLA document, which is not provided)
- No explicit data portability guarantee beyond a reference to Documentation for data retrieval procedures
- No class action waiver clause is present, which is unusual for U.S.-based software agreements and may actually benefit customers
- No explicit notification requirement to customers before Atlassian changes these Terms of Service (amendment/update procedure not described in provided text)
- No explicit data retention period specified in the main agreement (deferred to Documentation)
- No explicit provisions for what happens to Customer Data during a suspension period (only termination data deletion is addressed)
Fair Terms
- Customer retains full ownership of all Customer Data and Customer Materials (Section 13)
- 30-day return policy with full refund for any reason on initial orders (Section 10.3)
- Atlassian explicitly warrants it will not materially decrease product functionality or security during a Subscription Term (Section 11.1(b))
- Full IP infringement indemnification from Atlassian for authorized product use (Section 15.1)
- Enhanced liability cap of up to $5,000,000 specifically for data breach scenarios—higher than the standard 12-month fee cap (Section 14.4)
- Minimum 10 days written notice required before Atlassian can suspend access for non-payment (Section 10.4)
- Customer can terminate for cause and receive a prorated refund for unused prepaid fees if Atlassian breaches (Section 12.3)
- Atlassian must give Customer opportunity to remedy issues before suspending access or removing data 'when practicable' (Section 4.5)
- Atlassian commits to maintaining an information security program with independent third-party audits and certifications (Section 4.2)
- Atlassian cannot settle an IP infringement claim in a way that requires Customer to admit fault without Customer's prior written consent (Section 15.3)
- Audit rights for Atlassian are limited to once every 12 months with reasonable advance notice and minimal disruption (Section 5.2)
Document information only — not legal advice.