Terms of Service

This Agreement is between Customer and OkNext. “Customer” means the entity on behalf of which this Agreement is accepted or, if that does not apply, the individual accepting this Agreement. “OkNext” means the OkNext entity that owns or operates the Products and Services that Customer uses or accesses.

If you (the person accepting this Agreement) are accepting this Agreement on behalf of your employer or another entity, you agree that: (i) you have full legal authority to bind your employer or such entity to this Agreement, and (ii) you agree to this Agreement on behalf of your employer or such entity.

If you are accepting this Agreement using an email address from your employer or another entity, then: (i) you will be deemed to represent that party, (ii) your acceptance of this Agreement will bind your employer or that entity to these terms, and (iii) the word “you” or “Customer” in this Agreement will refer to your employer or that entity.

By clicking on the “Agree” (or similar button or checkbox) that is presented to you at the time of placing an Order, downloading Products, or by using or accessing the Products, you confirm you are bound by this Agreement. If you do not wish to be bound by this Agreement, do not click “Agree” (or similar button or checkbox), download the Products, or use or access the Products.

The agreement applies to Customer's Orders for Products and Services provided by OkNext. In addition, some Products may be subject to additional Product-Specific Terms, and Support and Services may be subject to the applicable Policies.

2.1. Permitted Use. Subject to this Agreement and during the applicable Subscription Term, OkNext grants Customer a non-exclusive, worldwide right to use the Products and related Support and Advisory Services for its and its Affiliates’ internal business purposes, in accordance with the Documentation and subject to Customer’s Scope of Use, as specified in the Order and the Product-Specific Terms.

2.2. Restrictions. Except to the extent otherwise expressly permitted by this Agreement, Customer must not (and must not permit anyone else to): (a) rent, lease, sell, distribute or sublicense the Products or (except for Affiliates) include them in a service bureau or outsourcing offering, (b) provide access to the Products to a third party, other than to Users, (c) charge its customers a specific fee for use of the Products, but Customer may charge an overall fee for its own offerings (of which the Products are ancillary), (d) use the Products to develop a similar or competing product or service, (e) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Products, (f) modify or create derivative works of the Products, (g) interfere with or circumvent Product usage limits or Scope of Use restrictions, (h) remove, obscure or modify in any way any proprietary or other notices or attributions in the Products, or (i) violate the Acceptable Use Policy.

3.1. Responsibility. Customer may authorize Users to access and use the Products, in accordance with the Documentation and Customer’s Scope of Use. Customer is responsible for its Users’ compliance with this Agreement and all activities of its Users, including Orders they may place, apps and Third Party-Products enabled, and how Users access and use Customer Data.

3.2. Login Credentials. Customer must ensure that each User keeps its login credentials confidential and must promptly notify OkNext if it becomes aware of any unauthorized access to any User login credentials or other unauthorized access to or use of the Products.

3.3. Age Requirements. The Products are not intended for use by anyone under the age of 18. Customer is responsible for ensuring that all Users are at least 18 years old.

4.1. Customer Data. OkNext may process Customer Data to provide Products and Services in accordance with this Agreement.

4.4. Data Retrieval. The Documentation describes how Customer may retrieve its Customer Data from the Products.

4.5. Removals and Suspension. OkNext has no obligation to monitor Customer Data. Nonetheless, if OkNext becomes aware that: (a) Customer Data may violate Law, or the rights of others (including relating to a takedown request received following the guidelines for Reporting Copyright and Trademark Violations, or (b) Customer’s use of the Products threatens the security or operation of the Products, then OkNext may: (i) limit access to, or remove, the relevant Customer Data, or (ii) suspend Customer’s or any User’s access to the relevant Products. OkNext may also take any such measures where required by Law, or at the request of a governmental authority. When practicable, OkNext will give Customer the opportunity to remedy the issue before taking any such measures.

6.1. Disclosures and Rights. Customer must ensure it has made all disclosures and obtained all rights and consents necessary for OkNext to use Customer Data and Customer Materials to provide the Products, Support or Advisory Services.

6.2. Product Assessment. Customer is responsible for determining whether the Products meet Customer’s requirements and any regulatory obligations related to its intended use.

6.3. Sensitive Health Information and HIPAA. Unless the parties have entered into a ‘Business Associate Agreement,’ Customer must not (and must not permit anyone else to) upload to the Products (or use the Products to process) any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act.

OkNext will provide Services as described in the Order and applicable Policies. OkNext’s provision of Services is subject to Customer providing timely access to Customer Materials and personnel reasonably requested by OkNext.

No Order is binding until OkNext provides its acceptance, including by sending a confirmation email, providing access to the Products to Customer. No terms of any purchase order or other business form used by Customer will supersede, supplement, or otherwise apply to this Agreement or OkNext. OkNext will update Customer's trial account to a paid subscription account upon receiving payment of the fees. Customer is responsible for ensuring that they have an unblocked and operational internet connection, and OkNext is responsible for providing access to the Product.

OkNext will bill the customer for Products and Services as described in the Order. OkNext reserves the right to revoke or cancel a subscription at any time for any reason.

(c) Renewals. Unless otherwise specified in an Order and subject to the Product, Support or Advisory Services continuing to be generally available, a Subscription Term will automatically renew at OkNext’s then current rates for: (i) if Customer’s prior Subscription was for a period less than twelve (12) months, another Subscription Term of a period equal to Customer’s prior Subscription Term, or (ii) if Customer’s prior Subscription Team was for twelve (12) months or more, twelve (12) months. Either party may elect not to renew a Subscription Term by giving notice to the other party before the end of the current Subscription Term. Customer can cancel their subscription via the Product's settings.

All fees and expenses are non-refundable, except as otherwise provided in this Agreement. For any purchases Customer makes through a Reseller, any refunds from OkNext payable to Customer relating to that purchase will be remitted by that Reseller, unless OkNext specifically notifies Customer otherwise at the time of refund.

OkNext will use Stripe for accepting payments and processing renewals.

OkNext will not materially decrease the functionality or overall security of the Products during the applicable Subscription Term. OkNext will use reasonable efforts designed to ensure that the Products, when and as provided by OkNext, are free of any viruses, malware or similar malicious code.

The Products, Support and Advisory Services and all related OkNext services and deliverables are provided “AS IS.” OkNext makes no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or non-infringement. OkNext does not warrant that Customer’s use of the Products will be uninterrupted or error-free. OkNext is not liable for delays, failures or problems inherent in use of the internet and electronic communications or other systems outside OkNext’s control.

This Agreement commences on the date Customer accepts it and expires when all Subscription Terms have ended. Either party may terminate this Agreement or a Subscription Term if the other party fails to perform its obligations under this Agreement. OkNext may terminate this agreement at any time for any reason without notice to Customer.

Except as expressly set out in this Agreement, neither party grants the other any rights or licenses to its intellectual property under this Agreement. As between the parties, Customer owns all intellectual property and other rights in Customer Data and Customer Materials provided to OkNext or used with the Products. OkNext and its licensors retain all intellectual property and other rights in the Products, any Support and Advisory Services deliverables and related source code, OkNext technology, templates, formats and dashboards, including any modifications or improvements.

Except for Excluded Claims or Special Claims, to the maximum extent permitted by Law, neither party will have any liability arising out of or related to this Agreement 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.

Except for Excluded Claims or Special Claims, to the maximum extent permitted by Law, each party’s entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid to OkNext for the Products, Support and Advisory Services giving rise to the liability during the twelve (12) months preceding the first event out of which the liability arose. Customer’s payment obligations under Sections 10.1 (Fees) and 10.2 (Taxes) are not limited by this Section 14.2.

“Excluded Claims” means: (a) Customer’s breach of Section 2.2 (Restrictions) or Section 6 (Customer Obligations), (b) either party’s breach of Section 16 (Confidentiality) but excluding claims relating to Customer Data or Customer Materials, or (c) amounts payable to third parties under OkNext’s obligations in Section 15 (Indemnification by OkNext).

For Special Claims, OkNext’s aggregate liability under this Agreement will be less than: the amounts paid to OkNext for the Products and Services giving rise to the Special Claim during the twelve (12) months preceding the first event out of which the Special Claim arose,

The exclusions and limitations in this Section 14 (Limitations of Liability) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

Access. Customer may receive access to certain Products or Product features on a free, fully discounted or trial basis, or as an alpha, beta or early access offering (“Free or Beta Products”). Use of Free or Beta Products is subject to this Agreement and any additional terms specified by OkNext, such as the applicable scope and term of use.

At any time, OkNext may terminate or modify Customer’s use of (including applicable terms) Free or Beta Products or modify Free or Beta Products, without any liability to Customer. For modifications to Free or Beta Products or Customer’s use, Customer must accept those modifications to continue accessing or using the Free or Beta Products.

Free or Beta Products may be inoperable, incomplete or include errors and bugs or features that OkNext may never release, and their features and performance information are OkNext’s Confidential Information.

If Customer provides OkNext with feedback or suggestions regarding the Products or other OkNext offerings, OkNext may use the feedback or suggestions without restriction or obligation.

OkNext may identify Customer as a customer of OkNext in its promotional materials. OkNext will promptly stop doing so upon Customer request.

Compliance with Laws. Each party must comply with all Laws applicable to its business in its performance of obligations or exercise of rights under this Agreement.

Code of Conduct. OkNext must comply with its Code of Conduct in its performance of obligations or exercise of rights under this Agreement.

Assignment.
(a) Customer may not assign or transfer any of its rights or obligations under this Agreement or an Order without OkNext’s prior written consent. However, Customer may assign this Agreement in its entirety (including all Orders) to its successor resulting from a merger, acquisition, or sale of all or substantially all of Customer’s assets or voting securities, provided that Customer provides OkNext with prompt written notice of the assignment and the assignee agrees in writing to assume all of Customer’s obligations under this Agreement and complies with OkNext’s procedural and documentation requirements to give effect to the assignment.
(b) Any attempt by Customer to transfer or assign this Agreement or an Order, except as expressly authorized above, will be null and void.
(c) OkNext may assign its rights and obligations under this Agreement (in whole or in part) without Customer’s consent.

Governing Law, Jurisdiction and Venue.
This Agreement is governed by the laws of the State of California, with the jurisdiction and venue for actions related to this Agreement in the state and United States federal courts located in San Francisco, California.
This Agreement will be governed by such laws without regard to conflicts of laws provisions, and both parties submit to the personal jurisdiction of the applicable courts. The United Nations Convention on the International Sale of Goods does not apply to this Agreement.

Notices.
Except as specified elsewhere in this Agreement, notices under this Agreement must be in writing and are deemed given on: (i) personal delivery, (ii) when received by the addressee if sent by a recognized overnight courier with receipt request, (iii) the third business day after mailing, or (iv) the first business day after sending by email, except that email will not be sufficient for notices regarding Infringement Claims, alleging breach of this Agreement by OkNext, or of Customer’s termination of this Agreement in accordance with Section 12.3 (Termination for Cause).
Notices to OkNext must be provided according to the details provided at https://www.atlassian.com/legal#how-do-i-provide-legal-notices-to-atlassian, as may be updated from time to time

Changes to this Agreement.
OkNext may modify this Agreement (which includes the Policies and Product-Specific Terms) from time to time, by posting the modified portion(s) of this Agreement on OkNext’s website. OkNext must use commercially reasonable efforts to post any such modification at least thirty (30) days prior to its effective date.
For free subscriptions, modifications become effective during the then current Subscription Term, in accordance with OkNext’s notice.
For paid subscriptions:
( except as specified below, modifications to this Agreement will take effect at the next Order or renewal unless either party elects to not renew pursuant to Section 10.1(c) (Renewals), and
OkNext may specify that modifications will become effective during a then-current Subscription Term if: (A) required to address compliance with Law, or (B) required to reflect updates to Product functionality or introduction of new Product features. If Customer objects, Customer may terminate the remainder of the then-current Subscription Term for the affected Products as its exclusive remedy. To exercise this right, Customer must notify OkNext of its termination under this Section 20.9(c) within thirty (30) days of the modification notice, and OkNext will refund any pre-paid fees for the terminated portion of the applicable Subscription Term.

Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control and occurring without that party’s fault or negligence.

Subcontractors and Affiliates. OkNext may use subcontractors or its Affiliates in the performance of its obligations under this Agreement, but OkNext remains responsible for its overall performance under this Agreement and for having appropriate written agreements in place with its subcontractors to enable OkNext to meet its obligations under this Agreement.

Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.

Export Restrictions. The Products may be subject to U.S. export restrictions and import restrictions of other jurisdictions. Customer must comply with all applicable export and import Laws in its access to, use of, and download of the Products or any content or records entered into the Products. Customer must not (and must not allow anyone else to) export, re-export, transfer or disclose the Products or any direct product of the Products: (a) to (or to a national or resident of) any U.S. embargoed jurisdiction, (b) to anyone on any U.S. or applicable non-U.S. restricted- or denied-party list, or (c) to any party that Customer has reason to know will use the Products in violation of U.S. export Law, or for any restricted end user under U.S. export Law.

Government End-Users. If Customer is a United States federal, state or local government customer, this Agreement is subject to, and is varied by, the Government Amendment available at https://www.atlassian.com/legal/government-amendment.

No Contingencies. The Products, Support and Advisory Services in each Order are purchased separately and not contingent on purchase or use of other OkNext products and services, even if listed in the same Order. Customer’s purchases are not contingent on delivery of any future functionality or features.

“Products” means the applicable Cloud Products or Software Products made available by OkNext in connection with an Order. Products also include OkNext Apps.

“Order” means OkNext’s ordering document, online sign-up or other ordering process that OkNext enables specifying the Products, Support or Advisory Services to be provided under this Agreement, accepted by OkNext in accordance with Section 9 (Ordering Process and Delivery).