Public Entity Amendment to Subscriber Terms

section icon
section icon

FEBRUARY 1, 2023

This Public Entity Amendment (“Amendment”) shall apply solely to Asana, Inc. (“Asana”) and Customers of Asana that are either federal, state, or local government agencies or public education institutions in the United States and to the extent using Asana’s collaborative workplace management service (the “Service”) in their official capacity (“Customer” or “Public Entity”) (together, the “Parties”).

Customer represents and warrants that it must follow applicable state, local, and/or federal laws, regulations, and practices, among which are those relating to ethics, advertising and endorsements, tax exemption and immunity, limitations on indemnification, fiscal law constraints, governing law and jurisdiction, dispute resolution, and assignment of contracts. Asana and Public Entity agree that modifications to the Agreement are appropriate to accommodate the Public Entity’s legal status, public mission, and other special circumstances. The Parties entered into a Master Subscription Agreement, Subscriber Agreement, Subscriber Terms, or a written executed agreement (each, an “Agreement”) for the Service, and intend to modify the Agreement by this Amendment as follows:

A. Public Entity: As it relates to the Public Entity’s usage of the Service, the word “Customer” in the Agreement shall mean the Public Entity itself and shall not apply to, nor bind (i) the individual(s) who utilize the Asana Service on the Public Entity’s behalf, or (ii) any individual users who are employed by, or otherwise associated with, the Public Entity. Asana will look solely to the Public Entity to enforce any violation or breach of the Agreement by such individuals, subject to federal law.

B. Taxes: The Parties understand that the Federal Acquisition Regulation (FAR) 29.302 (48 CFR, Chapter 1, Part 29, Subpart 29.302 – Application of State and local taxes to the Government) states that “Generally, purchases and leases made by the Federal Government are immune from State and local taxation.” Therefore, Asana will include no tax in Public Entity billings for federal government accounts unless the tax has been determined by the Public Entity to be proper for payment.

C. Indemnification, Liability, Statute of Limitations: Any provisions in the Agreement related to indemnification by the customer, damages, attorneys’ fees, filing deadlines, defense of lawsuits, collection expenses, and settlement are hereby waived. For federal Customers, liability of either party for any breach of the Agreement as modified by this Amendment, or any claim, demand, suit or proceeding arising from the Agreement or this Amendment, shall be determined under the Federal Tort Claims Act, Contract Disputes Act, or other governing federal authority. Federal Statute of Limitations provisions shall apply to any claim, demand, suit or proceeding arising from the Agreement or this Amendment. For state and local Customers, liability of either party for any breach of the Agreement as modified by this Amendment, or any claim, demand, suit or proceeding arising from the Agreement or this Amendment, shall be determined under the applicable state tort claims act, or other governing state authority.

D. Governing Law and Forum: The Agreement and this Amendment shall be governed by, and interpreted and enforced in accordance with, applicable federal laws of the United States of America without reference to conflict of laws. To the extent permitted by law, the laws of the State of California including its choice of law rules will apply in the absence of applicable federal law. Any arbitration, mediation or other dispute resolution provisions in the Agreement are hereby waived. For federal Customers, the forum to resolve claims and disputes will be determined in accordance with federal law. For state and local Customers, the forum shall be the State in which the Public Entity operates.

E. No Automatic Renewal: Asana agrees to remove the auto-renew default setting for any Public Entity whose account details page designates an email address that ends in .gov, .mil, or Instead, Asana will notify those government Customers with such email addresses to allow those Agencies to determine if funds are available and if the Service will be needed for a renewal period.

F. Continuity of Service During Dispute: Solely for federal government Customers, Asana agrees to waive the language in the Agreement that that would otherwise permit Asana to terminate the contract if an alleged breach of the Agreement by the Public Entity occurs; instead, recourse against the federal government Customer for any alleged breach of the Agreement must be made under the Federal Tort Claims Act or as a dispute under the Contract Disputes Act, as applicable. During the resolution of the dispute the Contractor, Asana, shall proceed diligently with performance of the contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Customer Contracting Officer.

G. Limitation of Liability: The Parties agree that nothing in the limitation of liability provision in the Agreement in any way grants Asana a waiver from, release of, or limitation of, liability pertaining to any past, current or future violation of federal law.

H. No Endorsement; Publicity: Notwithstanding the Publicity terms stated in the Agreement, in no event may Asana use Public Entity’s name or logo in any marketing materials or customer lists without prior written consent.

I. Assignment: Either party may assign its obligations under the Agreement as modified by this Amendment to any third-party without prior written consent of the other party. However, if Public Entity is using Asana’s free services only, Asana or its Affiliates may, without the Public Entity’s consent, assign the Agreement as modified by this Amendment to an Affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of its assets. Any transfer of Asana assets related to a federal Public Entity’s paid subscription contract requires review and consent by such federal Public Entity, under the procedures found in the FAR Subpart 42.13 (48 CFR Chapter 1, Part 42, Subpart 42.12 - Novation).

J. Precedence; Further Amendment: All capitalized terms not defined herein shall have the meanings set forth in the Agreement, as applicable. The terms of the Agreement shall continue to apply in full force and effect except as modified by this Amendment. If there is any conflict between this Amendment and the Agreement, or between this Amendment and other terms, rules or policies on the Asana site or related to its Service, this Amendment shall prevail. This Amendment constitutes a mutually agreed upon amendment to the Agreement; language in the introductory paragraph of the Agreement indicating it alone is the entire agreement between the Parties is waived. Any further amendment must be agreed to in writing by both Parties. Unless otherwise agreed upon by the Parties, Public Entity’s continued use of the Service after the Effective Date shall constitute agreement to this Amendment.

K. Posting of Amendment: This Amendment shall be posted with the Asana’s online Agreement either by incorporation of its text or via an integral link.