Teams Work EULA #

End User License Agreement

Date of issue: 20 July 2024

IMPORTANT: THESE TERMS AND CONDITIONS CONTAIN EXCLUSIONS AND LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTY.

This Agreement is between you and Teams Work Ltd. If you are accepting this Agreement on behalf of your company, then “Customer,” “Licensee,” “your,” or “you” refers to your company, and you are binding your company to this Agreement. Teams Work may modify this Agreement periodically, subject to the terms in the "Changes to this Agreement" section below.

Terms specific to certain Teams Work Products may be defined in an annex or appendix to this EULA. These appendices or annexes will incorporate the terms of this EULA, and their terms will take precedence over the terms outlined in this EULA.

By clicking on the “I agree” (or similar button) at the time of your Order, or by ordering, using, or accessing Teams Work Products (as defined below), you indicate your agreement to be bound by the terms of this Agreement and any document referenced herein. If you do not agree to the terms of this Agreement, you may not install, copy, download, or otherwise use the software.

1 Definitions #

Affiliate: An entity that, directly or indirectly, owns, controls, is owned by, or is under common ownership or control with a party. "Control" refers to the power to direct the management or affairs of an entity, and "ownership" means having beneficial ownership of 50% or more of the voting equity securities or equivalent voting interests of the entity, or the maximum amount permitted under applicable law if 50% is not allowed.

Licensed Content: A range of digital content and media, such as images, audio, and video, provided by Teams Work and other content providers for use in our Products.

Definitions for Products, Software, and Hosted Services are provided below in section 3.

2 Scope of the Agreement #

This Agreement governs your downloads, initial purchase as well as any future purchases made by you that reference this Agreement.  This Agreement applies to Teams Work Products that you purchase or access from channels which include, without limitation:

• The Atlassian Marketplace
• Atlassian Experts or other partners and resellers who have the capacity to sell Teams Work products
• Slack Marketplace

3 Types of Teams Work Products #

This Agreement covers Teams Work's commercially available software products and services ("Software"), including those that are downloadable, as well as cloud-based products and services ("Hosted Services"). It also applies to any related support or maintenance services provided by Teams Work.

Both Software and Hosted Services (as detailed below) are collectively referred to as "Products."

Please note that some elements of Software may be available through Hosted Services and vice versa. In such cases, all relevant terms in this Agreement will still apply to those elements.

3.1 Software

Software includes products that can be fully downloaded or have downloadable components or applications. It also encompasses computer software and source code, as well as associated media, icons, images, text files, PDFs, and other static non-code assets contained within any form of software, printed materials, online and electronic documentation, and internet-based services.

In the Atlassian context, Software includes (without limitation) various categories of Teams Work products (including add-ons) for Atlassian’s Data Center applications, available under a subscription license.

3.2 Hosted Services

Hosted Services consist of products and services that are commercially available via a cloud-based platform (or SaaS mechanism). In the Atlassian context, this includes Cloud variants of products available through Atlassian Cloud platforms.

4 Orders #

"Order" refers to an online order form, invoice, or other ordering document provided by Teams Work or a third-party partner or marketplace (such as Atlassian's Marketplace) that details the Products, licenses, and services you are purchasing. It may also specify the permitted scope of use for these items.

An Order typically includes: (i) a description of the Products, (ii) the number of Authorized Users, Subscription Term or License Term, any associated domain(s), and other usage parameters, (iii) for paid Orders, details such as the charge amount or rate, billing and renewal terms, applicable currency, and payment method.

Additionally, Orders may describe extra services like support and No-Charge Products.

5 Account Registration #

5.1 You may need to register for one or more of the following, so that you may place Orders, or access or receive any Products:

• an Atlassian account
• a Slack account

6 Authorized Users, Integrated Partner’s EULAs, and third party services terms. #

Unless otherwise agreed in writing with us, only the individuals for whom you have paid the necessary fees and who are designated through the applicable Product (“Authorized Users”) may access and use the Products. Authorized Users may include yourself, your Affiliates’ employees, representatives, consultants, contractors, agents, or other third parties acting on your behalf. You are responsible for paying the appropriate fee for any additional Authorized Users and ensuring that all Authorized Users comply with this Agreement. All use of the Products by you and your Authorized Users must fall within the agreed scope and be solely for the benefit of you or your Affiliates.

6.1 Integrated Partner Terms

Certain Products may be add-ons or otherwise deeply integrated with third-party applications and platforms (“Integrated Partners”), such as Atlassian or Slack. For these Products, the number, rights, and scope of Authorized Users must not exceed or conflict with the terms outlined in the Integrated Partner’s EULA or other applicable terms and conditions. This Agreement will be limited, as needed, to align with the Integrated Partner’s EULA or terms and conditions.

6.2 Third-Party Service Terms

Products may include features that integrate with third-party services, as outlined in our Privacy Policy and DPA. The terms of this Agreement will be adjusted, as necessary, to ensure consistency with the EULA or terms and conditions of these third-party service providers.

7 Software Terms #

The following terms, unless otherwise stated, apply to Software (and not Hosting Services).

7.1 Your License Rights

• License Grant: Teams Work gives you a non-exclusive, non-sub-licensable, and non-transferable license to install and use the Software according to this Agreement.
• License Term: The License Term is stated in your Order. However, it will end if this Agreement is terminated, even if it’s listed as “perpetual” or has no end date in the Order.
• Default Term: If not specified, the License Term is 12 months starting from when you receive the license keys, access, or installation ability.

7.2 Number of Instances

• Default Installation: Unless otherwise stated in your Order, each Software license allows for one production instance on your systems (or those of your service providers, for which you remain responsible).

7.3 Attribution

• Required Attribution: You must include “Powered by Teams Work” on all user interfaces where attribution is required.
• No Removal: Do not remove, hide, or change any other attributions included in the Software.

7.4 Evaluation Licenses

• See “No-Charge Products”: Refer to the section on No-Charge Products for details.

7.5 System Requirements

• Responsibility: You must ensure your systems meet the necessary hardware, software, and other requirements for the Software. It’s your responsibility to check that your systems are suitable for the Software you use.

8 Responsibility for Your Data #

8.1 General

We retain none of your data, your data, it is your responsibility to ensure it complies with local laws and standards.

9 Support and Maintenance #

Teams Work will offer Support and Maintenance for the Products as described, but only for the period covered by your payment. You need to give Teams Work reasonable access to your materials, systems, personnel, or other resources, including your instances of the Software, as needed for them to provide Support and Maintenance

10 Financial Terms #

10.1 Atlassian Apps Delivery and Payment

We will send you license keys (for Software) or login instructions (for Hosted Services) to the email addresses listed in your Order once we’ve received your payment. All deliveries will be electronic. You’re responsible for installing any Software, and neither Teams Work nor Atlassian will have further delivery obligations after providing the license keys. License keys will be delivered by Atlassian through the Atlassian Marketplace for Teams Work unless otherwise arranged.

You can request a refund or an exchange/upgrade for your commercial or academic server license within 30 days of purchase, or as specified in your Order. After 30 days, upgrades will follow standard pricing, and refunds or exchanges won’t be available.

When you make payments, you understand that you’re not relying on the availability of Products beyond the current License or Subscription Term, or on future upgrades or features. If you add Authorized Users during your License or Subscription Term, you’ll be billed for them in the next billing cycle at the current rates. You agree that the Atlassian Marketplace may charge your credit card for renewals, additional users, and any unpaid fees.

11 Taxes #

11.1 Regarding taxes relating to your payments of Products to us.

Your payments under this Agreement do not include any taxes or duties that might apply in the location where the payment is made or received. If any taxes or duties are due, you must pay these amounts to Teams Work on top of any fees you owe. However, if you have a tax or duty exemption, you can provide proof of this to Teams Work. We will then make reasonable efforts to issue the necessary invoices so you can try to get a refund or credit from the relevant tax authority if one is available.

12 Malicious use #

12.1 You must not use the Products for any harmful purposes. Harmful purposes include, but are not limited to:

12.1.1 Using the Products in a way that damages or disrupts their operation, security, or accessibility.

12.1.2 Using harmful code, such as spyware, viruses, or malware.

12.1.3 Using the Products for illegal, fraudulent, or harmful activities, including:

• Misrepresentation or infringement of intellectual property rights.
• Abusive, threatening, or obscene behavior.
• Defamation or infringement of rights.

12.1.4 Using the Products in a way that a reasonable person would consider malicious.

12.1.5 Using the Products in violation of local laws.

You must protect and compensate Teams Work for any claims, damages, or costs resulting from your use of the Products for harmful purposes.

If Teams Work believes, reasonably and at its sole discretion, that you are using the Products for harmful purposes, we can immediately suspend or terminate your access. No refund will be provided in such cases.

13 No-Charge Products and Beta Versions #

We may, at our discretion, offer certain Products for free or with limited functionality, such as free accounts, for evaluation, trial use, or access to Beta Versions (“No-Charge Products”). Your use of No-Charge Products is governed by this EULA and any additional terms we provide, and is only allowed for the period we specify (or 30 days if not specified).

No-Charge Products might not have full functionality. If a No-Charge Product is provided for evaluation, it is only for the Evaluation Period, during which you can use the Product with limited temporary access. After the Evaluation Period ends, the Product will stop working, and you must delete all copies. If not specified, the Evaluation Period is 30 days.

You cannot use No-Charge Products for competitive analysis or similar activities. We may terminate your use of No-Charge Products at any time for any reason without liability. Beta Versions, which are still in development, may have more errors and are not guaranteed to be released as full products. We might charge for access to Beta Versions, but they will still be subject to the terms for No-Charge Products. All information about Beta Versions is confidential. We disclaim all obligations related to No-Charge Products, including support, warranties, and indemnities. The terms of this EULA apply to No-Charge Products.

14 Restrictions #

4.1 Except as allowed in this Agreement, you must not:

14.1.1 Rent, lease, copy, modify, adapt, create new works from, distribute, sell, sublicense, transfer, or give access to the Products to anyone else, or

14.1.2 Use the Products for the benefit of any third party without written permission from Teams Work.

14.1.3 Integrate the Products into any product or service you offer to others, or

14.1.4 Tamper with any license key systems or other mechanisms in the Products that control your use, or

14.1.5 Reverse engineer, decompile, disassemble, or try to obtain the source code or underlying details of the Products, except as legally allowed, or

14.1.6 Remove or hide any proprietary notices in the Products, or

14.1.7 Publicly share information about how the Products perform, or

14.1.8 Help or allow anyone else to do any of the above, or

14.1.9 Use the Products in a way that conflicts with any other terms you’ve agreed to for products or technologies the Products work with.

14.2 If we ask, you agree to provide a signed statement confirming that you are using the Products according to this Agreement.

14.3 You also agree to cover any costs (including legal fees), claims, and damages that come from breaking these rules.

15 Ownership and Feedback #

Products are provided to you under a limited license or access, and you do not own them, regardless of terms like “purchase” or “sale.” Teams Work and its licensors retain all rights, including intellectual property rights, in the Products (including No-Charge Products) and any related technology.

If you send us comments, questions, ideas, or other feedback (“Feedback”), whether during Support and Maintenance or not, Teams Work can use, copy, share, license, and exploit that Feedback freely, without any obligation to you. Your Feedback will not be treated as confidential, and Teams Work can use and develop products based on your Feedback or independently.

16 Confidentiality #

16.1 Except as stated otherwise in this Agreement, both parties agree that any code, inventions, business details, technical data, or financial information shared by one party (“Disclosing Party”) with the other party (“Receiving Party”) is confidential (“Confidential Information”). This applies if the information is marked as confidential, reasonably should be considered confidential due to its nature or the context in which it was shared, or if it involves Teams Work Technology or performance data about the Products. The Receiving Party must keep this information confidential and not use or share it without permission.

16.2 The Receiving Party’s obligation to keep information confidential does not apply if the information can be shown to:

16.2.1 have been already known by the Receiving Party before receiving it, without any confidentiality obligation;

16.2.2 be public knowledge through no fault of the Receiving Party;

16.2.3 be lawfully obtained from a third party without breaching any confidentiality agreement;

16.2.4 be independently developed by the Receiving Party's employees who had no access to the Confidential Information.

16.2.5 The Receiving Party may also disclose Confidential Information if required by law, regulation, or court order, but only to the extent necessary and with advance notice to the Disclosing Party.

16.3 The Receiving Party understands that unauthorized disclosure of Confidential Information could cause significant harm that damages alone might not remedy. Therefore, the Disclosing Party is entitled to seek legal remedies, including equitable relief, in addition to other legal remedies available. This section does not guarantee the operation of any Product.

16.4 Both parties can disclose Confidential Information if required by law. If this happens, the Receiving Party will make reasonable efforts to notify the Disclosing Party as soon as legally possible.

17 Term and Termination #

Either party can end this Agreement before the end of the "Term" (which is the License Term for Software and the Subscription Term for Hosted Services) if the other party significantly breaks any terms of this Agreement, including failing to pay. This applies if:

1. The breach is not fixed within 30 days after written notice.
2. The breach is something that cannot be fixed.

Either party can also terminate the Agreement if the other party stops operating, goes bankrupt, or cannot meet its financial obligations.

Either party may end the Agreement at any time for convenience with 30 days’ written notice. However, if you end it for convenience, you won’t get any credits or refunds for unused Software, and any unpaid fees before termination are still due.

Teams Work can terminate the Agreement for convenience with 30 days’ written notice if you don’t pay fees or if the Product is discontinued.

Termination of the Agreement doesn’t affect any other remedies either party may have under the Agreement or by law. After termination, you and your Authorised Users must stop using or accessing the Products and any related information, including Teams Work’s Confidential Information. You must delete all copies from your systems and provide written confirmation that you have done so, though you can keep minimal copies for legal reasons.

Some provisions, like Warranty and Disclaimer, Limitation of Liability, and Exclusion of Consequential Loss, will continue to apply even after the Agreement ends.

18 Warranty and Disclaimer #

18.1 Authority to Enter Agreement

Each party confirms that they have the legal authority to enter into this Agreement. If you are a company, the Agreement and any Orders must be signed by someone who has the authority to bind the company to its terms.

18.2 Disclaimer of Warranties

All Products are provided "as is." Teams Work and its suppliers do not offer any warranties or guarantees, including:

• No guarantee that the Products do not infringe on third-party intellectual property.
• No guarantee of title, fitness for a specific purpose, functionality, or merchantability.
• No warranty on the reliability, timeliness, quality, or accuracy of the Products.

Teams Work is not responsible for issues like delays, service failures, or internet problems beyond its control. To the maximum extent allowed by law, Teams Work and its suppliers do not guarantee that:

• The Products will be secure, timely, uninterrupted, or error-free.
• The Products will work with any specific hardware, software, or data.
• The Products will meet your expectations or requirements.
• Any stored data will be accurate, reliable, or free from loss or corruption.
• Errors or defects will be corrected.
• The Products are free of viruses or harmful components.

These disclaimers apply to Teams Work’s affiliates, employees, consultants, and third-party service providers.

18.3 Virus Warranty

Teams Work will make reasonable efforts to ensure that the Software is free of viruses, malware, or harmful code when provided to you. If the Software breaches this warranty, your sole remedy is either (i) a replacement copy of the Software or (ii) a refund of the purchase price, at Teams Work’s choice.

19 Limitation of Liability and Exclusion of Consequential Loss #

19.1 Limitation of Liability

Neither party (nor its suppliers) will be liable for any of the following types of damages, even if warned in advance:

• Loss or interruption of use
• Loss of profits, revenue, or anticipated savings
• Wasted expenditure or costs of substitute goods or services
• Lost or inaccurate data
• Failure of security mechanisms
• Business interruption or delay costs
• Any indirect, special, incidental, or consequential damages

This applies regardless of whether the claim is based on contract, tort (including negligence), breach of warranty, statutory duty, strict liability, or other legal theories.

19.2 Caps on Liability

The total liability of either party to the other, regardless of the form of action, will not exceed the amount you actually paid for Products and support in the 12 months before the claim. For No-Charge Products, our maximum liability is USD $30.

19.3 Exceptions

The limits on liability do not apply to:

1. Amounts owed under any Orders
2. Either party’s indemnification obligations
3. Your breach of usage restrictions
4. Liability that cannot be excluded or limited by law
5. Teams Work’s liability for intellectual property issues

19.4 Third-Party Suppliers

To the maximum extent allowed by law, suppliers of third-party components included in the Products will not be liable to you for any damages.

19.5 Liability Limitation

Teams Work’s liability to you will not exceed what a third party would owe to Teams Work under their terms.

19.6 Survival of Limitations

The liability limitations will remain in effect even if any limited remedy provided in this Agreement fails to fulfill its intended purpose.

20 Intellectual Property #

Teams Work's liability for infringing third-party intellectual property rights is capped at USD $1,000,000. However, Teams Work is not liable for such infringement under the following conditions:

20.1 Fee Limitation

If the total fees Teams Work received from your Software licenses in the 12 months before the claim are less than USD $50,000.

20.2 Product Modification

If the Product has been modified by anyone other than Teams Work, and the infringement is caused by that modification.

20.3 Combination with Non-Teams Work Products

If the Product is used with any non-Teams Work product, software, or equipment, and the infringement is caused by that combination.

20.4 Unauthorized Use

If you have used the Products in an unauthorized way.

20.5 Claims Related to Your Data

If the claim arises from Your Data, third-party components in the Products, an unsupported release of the Software, or if you settle or admit to a claim without Teams Work's prior written consent.

20.6 Third-Party Breaches

If the claim results from a third party violating intellectual property rights related to Licensed Content used in the Products.

This section "Intellectual Property" outlines the limits of our liability and your exclusive remedy for any intellectual property infringement related to the Products or other items provided by Teams Work under this agreement.

21 Improving Our Products #

We are always striving to improve our Products. At this time we do not collect any user data to drive this research.

22 Dispute Resolution #

22.1 Dispute Resolution; Arbitration

In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties through mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. No party may commence any court proceedings or arbitration proceedings in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute under mediation. If the parties do not reach settlement within a period of 60 days, arbitration proceedings may commence only in London, England unless mutually agreed otherwise between the parties. The laws of England and Wales are applicable for all arbitration proceedings. 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.

22.2 Governing Law; Jurisdiction

This Agreement will be governed by and construed in accordance with the applicable laws of England and Wales and shall be submitted to the exclusive jurisdiction of the English courts. Notwithstanding the foregoing, Teams Work may bring a claim for equitable relief in any court with proper jurisdiction.

22.3 Injunctive Relief; Enforcement

Notwithstanding the provisions of section "Dispute Resolution; Arbitration," 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.

22.4 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.

23 Export Restrictions #

23.1 Definitions

• "Export Products": Products that are exported or re-exported under this Agreement.
• "Export Laws": The export control laws and regulations in effect at the time of export or re-export, including those from the US Bureau of Industry and Security, US Export Administration Regulations, UK government, or EU Commission.
• "Sanctions": Trade or economic sanctions in effect at the time of export or re-export, including those from the US Office of Foreign Assets Control, UK government, or EU Commission.

23.2 Compliance

Teams Work will handle the export or re-export of Export Products according to all Export Laws. You agree not to:

• Divert, use, export, or re-export Export Products in violation of any Export Laws.
• Export, re-export, or provide Export Products to any country or person under Sanctions.
• Export, re-export, or provide Export Products to entities or persons banned under Export Laws.

23.3 Consequence of Breach

Any violation of this clause will be considered a serious breach of the Agreement.

24 Changes to this Agreement #

We may update or change this Agreement and any related documents from time to time. The date of the last update is shown in the Agreement heading. By continuing to use the Products, you agree to the updated terms, which become effective when posted. It is your responsibility to review and understand these changes.

If you disagree with the updated Agreement, your only option is to choose not to renew or to cancel any auto-renewal terms.

25 General Provisions #

25.1 Notices

Notices under this Agreement must be in writing. We will notify you via email or through your Atlassian account, and our notices are considered received the next business day after sending. You can send us notices by mail to FAO Teams, Work Ltd, Unit 884 Moat House, 54 Bloomfield Avenue, Belfast, United Kingdom, BT5 5AD. Your notices to us are considered received when we get them.

25.2 Force Majeure

Neither party is responsible for delays or failures to meet their obligations (except for payment) if caused by unforeseen events beyond their control. These events may include strikes, blockades, wars, terrorism, riots, natural disasters, epidemics, pandemics, power or telecom failures, issues with third-party services, or government license refusals.

25.3 Entire Agreement

This Agreement, including any additional terms mentioned, is the complete agreement between you and Teams Work about the Products. It replaces all previous communications and agreements. If any part of this Agreement is found invalid or illegal, the rest will remain in effect. You can’t change this Agreement without our written consent. If any provision needs to be adjusted to be valid, we’ll apply the minimum changes needed. Disputes over ambiguous terms will be resolved according to the “Dispute Resolution” section.

25.4 Waiver

If either party doesn’t enforce their rights immediately, it doesn’t mean they’ve waived those rights.

25.5 Interpretation

The parties are independent and not partners or agents of each other. This Agreement doesn’t create any form of legal partnership or joint venture.

25.6 Contact Us

If you have questions about this document or data handling, email us at help@teams-work.co.uk.