Training Terms and Policies
Effective starting: December 27, 2016
For the avoidance of doubt, use and provisioning of Atlassian Products are subject to separate terms, such as our Customer Agreement, and these Terms do not apply to use of or access to the Atlassian Products.
From time to time, we may modify these Terms. Unless we specify otherwise, changes become effective upon our posting of the updated Terms, and the updated Terms will apply to all purchases made after they are posted. We will use reasonable efforts to notify you of the changes through communications via the Service, email or other means.
1. THE SERVICE.
1.2. Materials. Courses may include supplementary materials that you may download or otherwise access online, including Course descriptions, toolkits, and other written materials designed to supplement your training (“Materials”). If any Materials are provided with the Courses you have purchased, then subject to these Terms, Atlassian hereby grants you a non-transferable, non-sublicensable, non-exclusive license to copy and use the Materials solely for your personal, non-commercial, educational use in connection with the applicable Courses.
1.3. General Restrictions. You will not (and will not permit any third party to): (a) rent, lease, sell, provide access to or sublicense the Service to a third party; (b) use the Service to provide any product or service to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Service; (d) copy or modify the Service, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Service; or (f) publicly disseminate information regarding the performance of the Service.
2. Courses. Information on the different types of Courses you may order is available at https://training.atlassian.com/faq (the “Information Page”), which is hereby incorporated into these Terms.
3. OWNERSHIP AND USER CONTENT.
3.1. Ownership of the Service. You agree that we or our suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Service. Except as expressly set forth in these Terms, no rights in the Service are granted to you.
3.2. Feedback. We look forward to receiving your comments, requests and other feedback regarding the Service and you agree that we are free to incorporate and use your feedback without restriction of any kind, including in our promotional materials, in a manner that is attributable back to you.
3.3. User Content. The Service may enable you to share your content, such as projects, assignments, and the like (“User Content”), with us, instructors, and/or other users. For the avoidance of doubt, any User Content does not constitute “Materials” for the purposes of these Terms. You retain all intellectual property rights in, and are responsible for, the User Content you share. Your use of the Service and all User Content must comply with our Acceptable Use Policy (located at https://www.atlassian.com/legal/acceptable-use-policy) at all times. To the extent that you provide User Content, you grant us a royalty-free, perpetual, sublicensable, transferable, non-exclusive, worldwide license to copy, distribute, modify, create derivative works of, publicly perform, publicly display, and otherwise use the User Content. We do not promise to store or make available on the Service any User Content for any length of time. We reserve the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms.
3.4. No Confidential Information. You should not provide to us any information that you consider confidential (including in any feedback or User Content you provide) and you agree that we are not subject to any confidentiality obligations or use restrictions related to information or materials that you may provide to us in relation to the Service.
4. FEES & PAYMENT; REFUNDS.
4.1. Fees and Payment. Fees for Courses are as set forth on the Information Page. You are responsible for paying all fees for Courses you purchase as set forth in the applicable Order with a payment mechanism permitted during the Order process. You are required to pay any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on our income. If your payment method fails or your account is past due, we may collect fees using other collection mechanisms. Fees may vary based on your location and other factors, and we reserve the right to change any fees at any time at our sole discretion. Any fee change will be effective immediately upon posting through the Service.
4.2. Refunds. Our refund policies are set forth on the Information Page.
5. TERM AND TERMINATION.
5.1. Term and Terminations. These Terms are effective as of the earlier of (a) the date you first access or use the Service or (b) the date of your first Order, and continue in effect while you are accessing the Courses. We may terminate these Terms and your access to the Service at any time upon notice to you if you breach these Terms.
5.2. Effect of Termination. Upon any expiration or termination of these Terms, you will immediately cease any and all use of and access to the Service. Provided these Terms were not terminated for your breach, you may retain copies of any Materials, so long as you do not copy, distribute or otherwise use them in violation of these Terms. Except where an exclusive remedy is specified, the exercise of either party of any remedy under these Terms, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.
5.3. Survival. The following Sections will survive any expiration or termination of these Terms: 1.3 (General Restrictions), 3 (Ownership and User Content), 4 (Fees & Payment; Refunds), 5 (Term and Termination), 6 (Warranty Disclaimer), 8 (Limitation of Remedies and Damages), 9 (Indemnity), 10 (Dispute Resolution) and 11 (General Terms).
6. WARRANTY DISCLAIMER. THE SERVICE IS PROVIDED “AS IS”. WE AND OUR SUPPLIERS DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. WE DO not warrant that YOUR use of THE SERVICE will be uninterrupted or error-free. WE SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, WEBSITE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. THE Courses ARE PROVIDED FOR GUIDANCE ONLY, AND WE MAKE NO WARRANTIES AS TO ITS ACCURACY OR RELIABILITY. THE SERVICE IS ACCESSED AND USED AT YOUR OWN DISCRETION AND RISK AND WE SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES OR OTHER DESTRUCTIVE CODE RESULTING FROM ACCESS TO OR USE OF THE SERVICE. 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.
7. Support. If you have any support inquiries regarding the Service, please see our online support resources available at https://support.atlassian.com/help/. For the avoidance of doubt, the Service does not include support services.
8. Limitation of Remedies and Damages.
8.1. Consequential Damages Waiver. EXCEPT FOR CLAIMS ARISING FROM YOUR BREACH OF SECTION 1.3 (GENERAL RESTRICTIONS) OR YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, NEITHER PARTY Nor its suppliers SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOSS OF USE, LOST or INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, 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.
8.2. Liability Cap. OUR AND OUR SUPPLIERS’ ENTIRE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US FOR THE SERVICE DURING THE PRIOR TWELVE (12) MONTHS UNDER THESE TERMS.
8.3. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 8 apply regardless of the form of action, whether in contact, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
9. INDEMNITY. You will defend, indemnify, and hold harmless us from and against any claim by a third party arising from or related to: (a) your use or attempted use of the Service in violation of these Terms, (b) your violation of any law or rights of any third party, or (c) any User Content, including without limitation any claim of infringement, misappropriation, or violation of any intellectual property, privacy, or other rights.
10. Dispute resolution.
10.1. Dispute Resolution; Arbitration. In the event of any controversy or claim arising out of or relating to these Terms, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, any unresolved controversy or claim arising out of or relating to these Terms shall proceed to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce. The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in one of the following cities as mutually agreed between the parties: Sydney (Australia), Amsterdam (Netherlands) or San Francisco, CA (USA). If the parties are unable to agree to one of these cities, then the arbitration shall proceed in San Francisco, CA. All negotiations and arbitration proceedings pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.
10.2. Governing Law; Jurisdiction. These Terms will be governed by and construed in accordance with the applicable laws of the State of California, USA, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding that is not otherwise subject to the arbitration provisions of Section 24.1 (Dispute Resolution; Arbitration) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in San Francisco, California, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in San Francisco, California, USA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, Atlassian may bring a claim for equitable relief in any court with proper jurisdiction.
10.3. Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 10.1 (Dispute Resolution; Arbitration), nothing in these Terms 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.
10.4. Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. The Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms regardless of when or where adopted.
11. GENERAL TERMS.
We may provide you with required or permitted notices via email or the Service, as determined by us in our discretion. Any notices you give to us under these Terms will be deemed given only when personally delivered, delivered by reputable international courier requiring signature for receipt, or three (3) business days after being deposited in the mail, first class, postage prepaid, in each case to: Atlassian Pty Ltd, c/o Atlassian, Inc., 1098 Harrison Street, San Francisco, CA USA 94103, Attn: General Counsel. The parties are independent contractors, and there is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. If a court having proper authority decides that any portion of these Terms is invalid, only the part that is invalid will not apply, and the rest of these Terms will still be in effect. If we waive any of our rights under these Terms in any particular instance, it does not mean that we are waiving our rights generally or in the future. Furthermore, just because we may not enforce all our rights all of the time, it does not mean that we are waiving our rights, as we may decide to enforce them at a later date. Except as set forth herein, all amendments to these Terms must be in writing and signed by both parties. These Terms are the entire agreement between the parties with respect to its subject matter and supersede any prior agreements relating to such subject matter. These Terms, and any rights and licenses granted under these Terms, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without restriction. We won’t be liable to you for any delay or failure to perform any obligation we have under these Terms if the delay or failure is due to events which are beyond our reasonable control, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency. We may use the services of subcontractors and permit them to exercise the rights granted to us in order to provide the Service under these Terms. From time to time, we may add, remove, or change the Courses we offer to you or otherwise modify the Service. We will use reasonable efforts to notify you of any addition or removal of Courses.