Terms of Service

1. Introduction

Welcome to APM+. These Terms of Service ("Terms") constitute a legally binding contract between Taui Pty Ltd ("Company", "we", "us", or "our") and you, whether acting personally or on behalf of an entity ("Customer", "User", or "you"), concerning your access to and use of the www.apmplus.io website and APM+, which we provide in two editions (collectively, the "Service"):

• APM+ Cloud: the APM+ web platform and platform APIs, hosted by us.
• APM+ for Jira Service Management (the "Marketplace App"): an app for Atlassian's Jira Service Management, built on and hosted by Atlassian's Forge platform and obtained through the Atlassian Marketplace.

These Terms apply to both editions. Section 12 sets out how they apply to the Marketplace App; where Section 12 conflicts with another section, Section 12 prevails for the Marketplace App.

By creating an account, installing the Marketplace App, or accessing the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must immediately cease using the Service.

2. Eligibility

The Service is intended strictly for business, professional, and enterprise utilisation. By creating an account, you represent and warrant that you are at least eighteen (18) years of age and possess the legal capacity to enter into a binding contract. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these provisions.

3. Accounts and Communication Preferences

• Account Accuracy: You must provide accurate, complete, and current information during registration and keep your account details updated. You are responsible for safeguarding your credentials and for all activities that occur under your account.
• Marketing Communications: Subscribing to newsletters and promotional emails is entirely optional. You may opt into marketing communications during account setup or via account preferences. You may opt out at any time using the "unsubscribe" link or by contacting support@apmplus.io. Account-related transactional and security notifications are mandatory and unaffected by marketing opt-outs.

4. Intellectual Property and Customer Data Ownership

• Our Intellectual Property: The Service, including its proprietary software, architecture, interface, graphics, trademarks, logos, and system code, is the exclusive property of Us and our licensors.
• Customer Data Ownership: The Customer retains sole ownership, title, and intellectual property rights over all data, profiles, spend inventories, spreadsheets, and materials uploaded or submitted to the Service ("Customer Data").
• Licence to Customer Data: The Customer grants Us a limited, non-exclusive, worldwide, royalty-free licence to host, transmit, and process Customer Data strictly as required to operate, maintain, protect, and deliver the Service to the Customer.
• Marketing Publicity Rights: The Company may use the Customer’s corporate name and brand logo on its website or in marketing materials to identify the Customer as a user of APM+. The Customer may revoke this right at any time by sending a written opt-out request to support@apmplus.io, and the Company will remove the logo/name within ten (10) business days.

5. Subscriptions, Fees, and Billing

• Pricing: Access to certain features or tiers of the Service requires a paid subscription. All fee structures are disclosed transparently on our pricing pages.
• Billing Cycles: Subscriptions are billed in advance on a recurring monthly or annual basis. Fees are non-refundable except as explicitly stated herein or required by law.
• Taxes: Unless otherwise stated, all fees are exclusive of applicable taxes, levies, or duties (such as GST or VAT), which are the responsibility of the Customer.
• Marketplace App: Licences for the Marketplace App are purchased through the Atlassian Marketplace, and are not billed by us. See Section 12.

6. Acceptable Use

You agree not to use the Service to:

• Violate any applicable local, state, national, or international laws or regulations.
• Reverse-engineer, decompile, or attempt to extract the source code of the underlying platform.
• Circumvent or attempt to breach platform security, rate limits, or access controls.
• Upload malicious software, viruses, or code designed to disrupt platform integrity.

7. Service Levels and Enterprise Addenda

• Standard Service: For standard subscription plans, the Company uses commercial efforts to maximise platform uptime and availability. Standard maintenance windows will be scheduled during off-peak hours when possible.
• Enterprise Terms: Enterprise customers requiring specific Service Level Agreements (SLAs), guaranteed uptime thresholds, dedicated support channels, customised data backup frameworks, or custom Data Processing Addenda (DPAs) may execute a separate, overriding Enterprise Agreement with Us.

8. Disclaimers and Limitation of Liability

• Disclaimer: Except as expressly provided in an applicable SLA, the Service is provided on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by law, the Company disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
• Limitation of Liability: To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, or data. The aggregate liability of Us for any claim arising out of or relating to these Terms shall not exceed the total amount paid by the Customer to the Company for the Service during the twelve (12) months preceding the event giving rise to liability.

9. Indemnification

The Customer agrees to indemnify, defend, and hold harmless the Company and its directors, officers, and employees from and against any third-party claims, damages, liabilities, or costs arising out of the Customer's breach of Section 6 (Acceptable Use) or claims that Customer Data infringes the intellectual property rights of a third party.

10. Governing Law and Jurisdiction

These Terms and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia, without regard to its conflict of law principles. Both parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in Sydney, New South Wales, Australia, for the resolution of any legal proceedings.

11. Termination

• By Customer: You may terminate your account at any time via the billing portal or by contacting support. For the Marketplace App, you may stop using it at any time by uninstalling it or letting its licence lapse (see Section 12).
• By Company: We reserve the right to suspend or terminate your account upon written notice if you materially breach these Terms and fail to cure such breach within fourteen (14) days, or immediately if your actions present an imminent security or legal risk to the Service.

12. APM+ for Jira Service Management (Atlassian Marketplace)

This section applies to the Marketplace App in addition to the rest of these Terms.

• Relationship with Atlassian: The Marketplace App is provided by Taui Pty Ltd, not by Atlassian. Atlassian is not a party to these Terms and is not responsible for the Marketplace App. Your use of Atlassian's products and of the Atlassian Marketplace is governed by your agreements with Atlassian, including the Atlassian Marketplace Terms of Use.
• Licences, Fees, and Billing: The Marketplace App is licensed for the Atlassian site it is installed on. Pricing, free trials, billing, renewals, refunds, and taxes are handled by Atlassian through the Atlassian Marketplace under Atlassian's terms, and Section 5 (other than its reference to this section) does not apply to Marketplace purchases.
• Access: The Marketplace App is accessed with Atlassian accounts. You control who can view and edit in it through your Jira groups and permissions and the Marketplace App's settings, and you are responsible for the Atlassian accounts used with it.
• Hosting and Customer Data: The Marketplace App runs on Atlassian's Forge platform. Its data is stored by Atlassian within your Atlassian site's environment, not on our systems. Customer Data includes the Jira and Assets data the Marketplace App reads and writes on your behalf. Changes made by a person are written to Jira and Assets as that person; scheduled tasks you configure (such as synchronising from Assets and raising review requests) run as the Marketplace App. We do not access your Customer Data except as needed to provide support you request.
• Platform Dependency: The Marketplace App depends on Atlassian's products and platform. Section 7 applies subject to the availability of those products and platform, and we are not responsible for interruptions, changes, or limits imposed by Atlassian.
• Updates: We may update the Marketplace App from time to time. Minor updates apply automatically; updates that require additional permissions only take effect once your site administrator approves them.
• AI Features: Optional AI-assisted features (such as duplicate detection and capability mapping) use Atlassian's Forge LLM service. Suggestions are only applied when a person accepts them, and a Jira administrator can switch these features off in the Marketplace App's settings.
• Acceptable Use: In addition to Section 6, you agree not to circumvent the Marketplace App's licensing or Atlassian's platform limits.
• End of Use and Data: When the licence ends or the Marketplace App is uninstalled, access ends and the data stored by the Marketplace App is deleted by Atlassian in line with its Forge data deletion practices. Records held in your Assets remain in your Atlassian site. You can export the Marketplace App's data (Import / Export page) before uninstalling.
• Liability: For the Marketplace App, the amount referred to in Section 8 is the total paid for the Marketplace App licence for your site during the twelve (12) months preceding the event giving rise to liability.
• Support: Support is available at support@apmplus.io and through the channels on the Marketplace App's Atlassian Marketplace listing.

13. Changes to Terms

We reserve the right to modify these Terms at any time. If modifications are material, we will notify registered users via email or a dashboard alert (for the Marketplace App, the site's Atlassian Marketplace technical and billing contacts) at least thirty (30) days before the changes take effect. Your continued use of the platform after the effective date constitutes acceptance of the updated terms.

14. Contact Information

For questions regarding these Terms, please contact us at:

• By email: support@apmplus.io