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The agreement applies Irish law and Irish courts for EMEA-domiciled customers, and California law and San Francisco courts for all other customers, with both parties submitting to personal jurisdiction in the applicable forum.
This analysis describes what Loom's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision determines the legal framework under which disputes are resolved and the forum in which litigation must occur, with direct implications for the cost and procedural context of any dispute between Customer and Atlassian depending on Customer's domicile.
Under this clause, EMEA-domiciled customers must litigate disputes in Irish courts under Irish law, while customers in all other geographies are required to litigate in San Francisco federal or state courts under California law.
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"If Customer is domiciled: (i) in Europe, the Middle East, or Africa, this Agreement is governed by the laws of the Republic of Ireland, with the jurisdiction and venue for actions related to this Agreement in the courts of the Republic of Ireland, or (ii) elsewhere, 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.Excerpt from Loom's Terms of Service
1. REGULATORY LANDSCAPE: For EMEA customers, Irish governing law engages EU regulatory frameworks including GDPR, as Ireland is the primary supervisory authority for many multinational technology companies under GDPR's one-stop-shop mechanism. California governing law for non-EMEA customers may engage the California Consumer Privacy Act and California commercial law provisions. The explicit exclusion of the UN Convention on the International Sale of Goods is a standard commercial provision removing an international treaty framework that could otherwise apply to cross-border software sales. 2. GOVERNANCE EXPOSURE: Medium. The requirement to litigate in a specific foreign forum may create practical barriers to dispute resolution for customers not domiciled near the specified courts. For enterprise customers in Asia-Pacific or Latin America, the San Francisco venue requirement may impose logistical and cost constraints on pursuing claims. EMEA customers should assess whether mandatory EU consumer or commercial law provisions may override specific contractual terms notwithstanding the Irish governing law choice. 3. JURISDICTION FLAGS: EU customers may retain rights under mandatory EU law that cannot be displaced by governing law clauses, including GDPR data subject rights and certain commercial law protections. UK customers post-Brexit should assess whether Irish governing law creates any additional complexity under post-Brexit legal frameworks. Customers in jurisdictions with mandatory local court jurisdiction requirements may face questions about enforceability of this forum selection clause. 4. CONTRACT AND VENDOR IMPLICATIONS: Enterprise legal teams should evaluate whether the specified forum and governing law are operationally feasible for dispute resolution given the Customer's geography and internal legal resources. Organizations that have negotiated enterprise agreements with Atlassian may have modified these terms; standard agreement customers should note the forum selection as a factor in risk assessment. 5. COMPLIANCE CONSIDERATIONS: Legal teams should confirm that the applicable governing law (Irish or California) is compatible with their organization's standard vendor contract requirements. For regulated industries with mandatory local law or local court jurisdiction requirements, counsel should assess whether a governing law and jurisdiction modification is warranted during contract negotiation.
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This provision determines the legal framework under which disputes are resolved and the forum in which litigation must occur, with direct implications for the cost and procedural context of any dispute between Customer and Atlassian depending on Customer's domicile.
Under this clause, EMEA-domiciled customers must litigate disputes in Irish courts under Irish law, while customers in all other geographies are required to litigate in San Francisco federal or state courts under California law.
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