Terms of Services
Last updated: May 28, 2026.
These Terms of Services (the “Agreement”) are a binding legal agreement between you, either as an individual or on behalf of an entity (“Customer” or “you”) and Hello Clerk, Inc., a Delaware corporation with its principal place of business at 651 N Broad St, Suite 206, Middletown, DE 19709, USA (“Hello Clerk”, “we”, “us”, or “our”). This Agreement governs your access to and use of the Services (as defined below).
By installing, accessing, or using the Services, or by clicking a box indicating your acceptance, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an entity, you represent that you have the authority to bind such entity to this Agreement.
If you do not agree to the terms of this Agreement, you must not install, access, or use the Services.
1. Definitions
- “Atlassian” means Atlassian Pty Ltd, the provider of the platform through which the Services are made available.
- “Atlassian Marketplace” means the marketplace operated by Atlassian through which the Services are distributed.
- “Authorized User” means a person who accesses and uses the Services under Customer’s subscription.
- “Customer Data” means any data or information submitted to, stored in, or processed through the Services by Customer or its Authorized Users.
- “DPA” means the Data Processing Agreement published at https://helloclerk.io/legal/data-processing-agreement/.
- “Fees” means all fees and charges payable by Customer for the Services, as set out on the Atlassian Marketplace.
- “Services” means the software-as-a-service applications offered by Hello Clerk on the Atlassian Marketplace, including all current and future applications published by Hello Clerk under the Hello Clerk vendor profile, together with related documentation and support.
- “Subscription” means a paid or trial subscription to the Services purchased or activated through the Atlassian Marketplace.
2. Grant of License
2.1. Subject to Customer’s compliance with this Agreement and timely payment of applicable Fees, Hello Clerk grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the Services during the term of Customer’s Subscription, solely for Customer’s internal business purposes and in accordance with the documentation made available by Hello Clerk.
2.2. Customer is responsible for ensuring that the number of Authorized Users does not exceed the number permitted by Customer’s Subscription.
2.3. Trial and Free Use. Hello Clerk may, through the Atlassian Marketplace, offer evaluation periods or free use of the Services. The terms, duration, and feature limitations of such evaluation periods or free use are governed by the Atlassian Marketplace and may vary by Subscription type. Upon expiry of an evaluation period, continued use of the Services requires a paid Subscription.
2.4. Restrictions. Customer shall not, and shall not permit any third party to: (a) decompile, reverse engineer, disassemble, modify, or create derivative works of the Services, except to the extent expressly permitted by applicable law; (b) sell, sublicense, rent, lease, distribute, or otherwise transfer the Services to any third party; (c) make the Services available on a service-bureau, time-sharing, or hosting basis; (d) attempt to circumvent or disable any license-protection, security, or rate-limiting mechanisms of the Services; (e) use the Services to develop a competing product or service; or (f) remove, alter, or obscure any proprietary notices contained in or on the Services.
3. Fees and Payment
3.1. All Fees for the Services are listed on the Atlassian Marketplace and are payable in accordance with Atlassian Marketplace terms.
3.2. All payments for the Services are processed by Atlassian. Hello Clerk does not process payments directly, does not store or have access to Customer’s payment method details, and is not involved in payment authorisation, billing, invoicing, or refund processing.
3.3. Refund requests, billing disputes, and questions regarding charges must be directed to Atlassian and are governed by Atlassian Marketplace policies. Hello Clerk does not issue refunds directly.
3.4. Failure to pay Fees by the due date may result in suspension or termination of Customer’s Subscription in accordance with Atlassian Marketplace policies and this Agreement.
4. Customer Data
4.1. Ownership. As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Hello Clerk acquires no ownership interest in Customer Data.
4.2. Processing of personal data. Where Customer Data includes personal data subject to data protection law, the processing of such personal data is governed by the DPA, which is incorporated into and forms part of this Agreement. In the event of any conflict between this Agreement and the DPA with respect to the processing of personal data, the DPA shall prevail.
4.3. Customer is solely responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) ensuring that Customer has the necessary rights and consents to provide Customer Data to Hello Clerk for processing through the Services; (c) the content of any free-text fields and ensuring that prohibited categories of data are not submitted through the Services; (d) configuring the Services appropriately for Customer’s use; and (e) managing access permissions of Authorized Users.
5. Marketing Communications
By installing and using the Services, you agree that Hello Clerk may use the contact information associated with your account to send communications about the Services, including service announcements, product updates, security notifications, and offerings relevant to your use of the Services. You may opt out of marketing communications at any time by using the unsubscribe link in any marketing email or by contacting legal@helloclerk.io. Service-related communications (such as billing notices, security alerts, and operational notifications) cannot be opted out of while you remain a user of the Services.
6. Hello Clerk Intellectual Property
6.1. Hello Clerk retains all right, title, and interest in and to the Services, including all intellectual property rights therein. Except for the limited rights expressly granted under Section 2, no rights are granted to Customer by implication, estoppel, or otherwise.
6.2. The Services are licensed, not sold. The Services are protected by copyright and other intellectual property laws and treaties.
6.3. Customer shall not remove, alter, or obscure any trademarks, trade names, copyright notices, or other proprietary markings on or in the Services. Customer is not granted any rights to use Hello Clerk’s trademarks or service marks.
7. Customer Publicity
During the term of this Agreement, Customer grants Hello Clerk the right to identify Customer as a customer of the Services and to use Customer’s name and logo in Hello Clerk’s promotional materials, including on Hello Clerk’s website and marketing collateral. Customer may withdraw this right at any time by sending written notice to legal@helloclerk.io, in which case Hello Clerk will cease such use within thirty (30) days of receiving the notice.
8. Suspension
Hello Clerk may suspend Customer’s access to the Services without liability if: (a) Customer breaches this Agreement, including failure to pay Fees; (b) Customer’s use of the Services threatens the security, integrity, or availability of the Services or other customers; (c) Hello Clerk is required to do so by applicable law or regulatory authority; or (d) Customer’s Atlassian licence or account is suspended or terminated by Atlassian.
9. Term and Termination
9.1. Term. This Agreement commences on the date Customer first accesses or uses the Services and continues until terminated in accordance with this Section.
9.2. Termination by Customer. Customer may terminate this Agreement at any time by uninstalling the Services from Customer’s Atlassian instance and cancelling any active Subscription through the Atlassian Marketplace.
9.3. Termination by Hello Clerk. Hello Clerk may terminate this Agreement with immediate effect, without liability to Customer, if: (a) Customer materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice (or, for breaches that cannot reasonably be cured, immediately); (b) Customer becomes insolvent, files for bankruptcy, or is the subject of insolvency proceedings; (c) Customer’s use of the Services creates legal or reputational risk to Hello Clerk; or (d) Hello Clerk discontinues the Services in general.
9.4. Effect of Termination. Upon termination of this Agreement: (a) Customer’s right to access and use the Services ceases immediately; (b) Customer shall cease all use of the Services; (c) any Fees owed up to the date of termination remain payable; and (d) the treatment of Customer Data following termination is governed by Section 10.
9.5. Survival. Provisions that by their nature should survive termination shall survive, including Sections 4 (Customer Data), 5 (Marketing Communications, to the extent of withdrawn consent), 6 (Hello Clerk Intellectual Property), 10 (Customer Data Retention and Deletion), 11 (Indemnification), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Governing Law), and any provisions concerning confidentiality, payment obligations, or limitations of liability.
10. Customer Data Retention and Deletion
10.1. Following termination or expiry of this Agreement, or uninstallation of the Services, Hello Clerk may continue to retain Customer Data on the basis of Hello Clerk’s legitimate interest in enabling Customer to seamlessly reinstall and resume use of the Services in the future, without the time and cost of reconfiguring Customer’s settings, integrations, and historical records. Customer acknowledges and agrees to this retention.
10.2. Customer may request deletion or return of Customer Data at any time by contacting legal@helloclerk.io. Such requests are governed by the procedure set out in the DPA.
10.3. Notwithstanding Sections 10.1 and 10.2, Hello Clerk reserves the right to delete Customer Data of any Customer who has not had an active paid Subscription to the Services for more than two (2) consecutive months. Hello Clerk will provide reasonable advance notice to the email address associated with Customer’s account before deleting Customer Data under this provision.
11. Indemnification
11.1. Indemnification by Hello Clerk. Subject to Section 13, Hello Clerk shall defend, indemnify, and hold harmless Customer against any third-party claim alleging that Customer’s authorised use of the Services in accordance with this Agreement infringes the intellectual property rights of a third party. If the Services become, or in Hello Clerk’s opinion are likely to become, the subject of an infringement claim, Hello Clerk may, at its option and expense: (a) procure for Customer the right to continue using the Services; (b) modify or replace the Services to make them non-infringing while substantially preserving their functionality; or (c) terminate this Agreement and refund any Fees paid by Customer for the unused portion of the then-current Subscription term. The foregoing states Hello Clerk’s entire liability and Customer’s sole remedy for any claim of intellectual property infringement.
11.2. Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Hello Clerk and its officers, directors, employees, and agents against any claims, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Data, including any allegation that Customer Data violates the rights of a third party or applicable law; (b) Customer’s or any Authorized User’s use of the Services in violation of this Agreement or applicable law; (c) Customer’s breach of this Agreement; or (d) Customer’s instructions to Hello Clerk regarding the processing of personal data, including unlawful or non-compliant instructions and the submission of categories of data prohibited under this Agreement or the DPA.
11.3. Indemnification Procedure. The Party seeking indemnification shall: (a) promptly notify the indemnifying Party of the claim; (b) give the indemnifying Party sole control of the defence and any settlement negotiations; and (c) provide reasonable assistance at the indemnifying Party’s expense. The indemnifying Party shall not settle any claim that imposes any non-monetary obligation on the indemnified Party without the indemnified Party’s prior written consent.
12. Disclaimer of Warranties
To the maximum extent permitted by applicable law, the Services are provided “AS IS” and “AS AVAILABLE”, with all faults and without warranty of any kind. Hello Clerk and its suppliers disclaim all warranties, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, availability, uninterrupted operation, error-free operation, and data integrity. Customer acknowledges that the Services are hosted on third-party infrastructure and that the availability of the Services depends in part on third parties (including Atlassian and Hello Clerk’s hosting providers) whose service levels are governed by separate agreements.
13. Limitation of Liability
13.1. To the maximum extent permitted by applicable law, in no event shall Hello Clerk be liable for: (a) any indirect, incidental, special, consequential, exemplary, or punitive damages; (b) any loss of profits, revenue, goodwill, business opportunity, or anticipated savings; (c) any loss or corruption of data; or (d) the cost of procurement of substitute goods, services, or technology, in each case whether arising under contract, tort (including negligence), strict liability, or any other theory of liability, and whether or not Hello Clerk has been advised of the possibility of such damages.
13.2. To the maximum extent permitted by applicable law, Hello Clerk’s total cumulative liability to Customer arising out of or relating to this Agreement, the Services, or the DPA, whether in contract, tort, or under any other theory of liability, shall not exceed the lower of: (a) the aggregate amount of Fees actually paid by Customer to Hello Clerk (through Atlassian) under this Agreement during the six (6) months immediately preceding the event giving rise to the claim; or (b) one thousand United States dollars (USD $1,000).
13.3. The limitations and exclusions in this Section 13 apply to the maximum extent permitted by applicable law and shall not apply to the extent prohibited by law.
14. Governing Law and Dispute Resolution
14.1. Governing Law. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
14.2. Jurisdiction. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, USA, for the resolution of any disputes arising out of or in connection with this Agreement, except that either Party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
15. General Provisions
15.1. Entire Agreement. This Agreement, together with the DPA and the Privacy Policy, constitutes the entire agreement between the Parties with respect to the Services and supersedes all prior or contemporaneous communications, proposals, and representations, whether oral or written.
15.2. Order of Precedence. In the event of any conflict or inconsistency between the documents governing the relationship between the Parties, the order of precedence shall be: (a) the DPA (with respect to the processing of personal data); (b) this Agreement; (c) the Privacy Policy.
15.3. Modifications. Hello Clerk may update this Agreement from time to time. Material changes will be communicated to Customer at least thirty (30) days in advance of taking effect, by updating the version published at https://helloclerk.io/legal/terms-of-services/. Continued use of the Services after the effective date of an updated Agreement constitutes acceptance of the updated Agreement.
15.4. Assignment. Customer may not assign or transfer this Agreement, in whole or in part, without Hello Clerk’s prior written consent, which shall not be unreasonably withheld. Hello Clerk may assign this Agreement at any time without consent, including in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.
15.5. Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right. Any waiver must be in writing to be effective.
15.6. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it enforceable while preserving the Parties’ original intent.
15.7. No Agency. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between the Parties.
15.8. Force Majeure. Neither Party shall be liable for any failure or delay in performance under this Agreement (other than Customer’s payment obligations) due to causes beyond its reasonable control, including but not limited to acts of war, armed conflict, civil unrest, acts of terrorism, cyberattacks of nation-state origin, natural disasters, pandemics, governmental orders or restrictions, prolonged network or infrastructure outages, and any other force majeure events.
15.9. Notices. All notices to Hello Clerk under this Agreement shall be sent to legal@helloclerk.io. Notices to Customer will be sent to the email address associated with Customer’s account. Notices are deemed received upon confirmed delivery for email or actual receipt for other methods.
15.10. Export Compliance. Customer shall comply with all applicable export control and sanctions laws and regulations, and shall not access or use the Services from any country or jurisdiction subject to comprehensive sanctions or embargoes.
15.11. Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.
16. Contact
For any questions about this Agreement, please contact legal@helloclerk.io.
